Top Wings
by outlaw4rc
Summary: Rainbow Dash and her friend enter a racing competition held in Cloudsdale, pitting them against the best fliers in the world, including some familiar, but not always friendly competition. A continuation of my prior story, Return to Flight.
1. Swift Entry

**Top Wings**

**Written By: outlaw4rc**

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><p><strong>Author's Note:<br>**This is a sequel for another fan-fic of mine, _Return to Flight_. However, reading it is not required to enjoy this story.

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><p><strong>Chapter 1 – Swift Entry<strong>

"What in Equestria's going on?"

Weather Factory inspection was one of Rainbow Dash's many mundane duties and this particular tour was no different. However, as she left the building, she noticed a crowd gathering by a bulletin board placed between the factory and the Cloudiseum. Typically, the items placed on there were nothing special: updated weather forecasts, job openings and somepony trying to sell ratty cloud furniture at a price based on wishful thinking.

"What's going on over there?" She chuckled. "I bet the circus is coming to town or something."

She wriggled through the crowds for a better view. What she found froze her beating heart as though she was in the presence of a celestial god.

"No, _way_!"

In front of her was the best poster she'd ever seen since the last announcement for a Wonderbolts show. A multi-colored checkered flag waved across the canvas' background with silhouettes of pegasi and other flying creatures in the forefront. There was no need reading the adjacent notice spelling out the humdrum rules and regulations in font size for those with twenty-ten vision or better, just the big words sprawled across the poster.

"The Equestrian Grand Prix!"

The inaugural race, in fact. This was a test against the crème of the crop from Equestria and beyond and thanks to Princess Celestia, they were holding it here in Cloudsdale. A chance to test her mettle and be the best, not just in Equestria but the whole world, in front of thousands of onlookers. Such a spectacle had been rumored ever since she was a filly but only now would it come to fruition.

Rainbow pranced in glee as though it was her birthday and Hearts Warming Eve combined, although those around her didn't share her enthusiasm.

"A goodwill race? No prizes? No way!"

"How are they going to host a race here? The Cloudiseum's not big enough for that, is it?"

"We have to go against non-pegasi? We'll be at a disadvantage! I think I'll just watch instead."

Rainbow latched onto the nearest pony stallion and pressed her nose against his. "Watch? How in Equestria can you say that? Don't you know this will be the biggest event in the history of everything? A chance to show that no fliers can compare to us pegasi? To defend our honor and become celebrated by the masses?"

A trembling shrug was all the stallion could give her.

"Where do I sign up? Tell me! Tell me, now!"

"A–at the Cloudiseum."

In a flash, she launched herself in that direction. Being the first entrant would be a fine way to start this new venture.

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><p>A picnic on the flower fields in the afternoon – Twilight and her friends thought it would be a peaceful and rather uneventful affair. Food and punch lay neatly over a checkerboard cloth, ready for consumption.<p>

Then a cyan blur whizzed straight through the spread; only the pies and a lone sandwich survived unscatched.

"Rainbow Dash," Twilight said, wringing punch juice off her tail. "Must you always come in like that? Is that so much to—"

Rainbow pressed the racing poster right into her face. "Have you heard the great news, Twilight? The biggest race _ever_'s coming at the end of this month!"

Her horn sliced right through the paper. "Yes, Rainbow! Have you actually stopped for a second to stop and look around you?"

Indeed, whoever was running the race's marketing department sure knew how to spread the word. Every tree trunk had a poster, a wagon travelling down the road carried a billboard and even a pegasi tugged a banner well above their heads.

"You can spare us the details," said Applejack before taking a nibble of apple crust. "But I takes it you're looking forward to this little race."

Rainbow marched right up to the cowpony. "_Little_? Imagine the best rodeo you've ever been to times a thousand! No, a gazillion jillion billion! You know what the best part is? When I'm the first one crossing that finish line. Heh! Maybe I should start preparing my speech, you know, to inspire the little ones to follow the path I'll set for them."

"That's all well and good, Rainbow, but have you seen the race configuration and distance?"

"Of course I did!" After a brief pause, "I think. What are you getting at?"

Twilight unfurled a parchment that depicted a line going around the Cloudiseum like a paper clip. Tracing it with her hoof, "See this? Based on what I see, you may be out there two hours without much of a chance to slow down and rest."

"And what's so bad about that," she asked. "Hello? Cutie mark talent?"

"I think you're overestimating that advantage." The unicorn pulled out a book and opened it. "According to this, a race of this particular nature is prone to unpredictability and defying the odds. Winning requires not just outright speed, but endurance, well-developed strategy but most importantly, luck."

Rainbow raspberried. "Luck, smuck. I've heard the stories of wearing green or the number thirteen but I don't believe in that junk. Just a little prep work and I'll be ready to go!"

Further lecturing seemed pointless so Twilight put her tome aside. "In that case, we'll be happy to see you out there."

Everypony else nodded.

"But if there's one suggestion I could give you, you may want to find yourself a partner."

Rainbow grinned, "Way ahead of you, Twilight! I've already got one in mind!"

On cue, Fluttershy tiptoed away from the scene. After all, she was the only one else present with wings.

"Fluttershy?"

She yelped. "Oh, um, I wasn't leaving. I was just—" She bent down to pick up some dandelions —"decorate the picnic basket?"

Rainbow swooped down, so she could pat her in the back. "I know what you're thinking but don't worry about it. No offense, Fluttershy, but you're just not cut out for something like this."

Free of her burden, she smiled as bright as the setting sun. "Oh, none taken! But then, if it's not me, then who?"

"I know who that pony is," Rarity chirped. "It wouldn't happen to be Swift Flying, would it?"

"Huh?" Rainbow scratched her head. "How'd you figure that out so fast?"

Rarity pulled out a notepad with many pages of notes. "Oh, let's see. It's not much, really. You've only apparently spent over a week of time with him while we were away at Manehattan and yet, you didn't want to tell us exactly what you two did?"

Rainbow hovered right over her, "Like I've said many times, there's a Pinkie Pie Swear behind that."

"Respect the swear," Pinkie blurted out.

Rarity ignored the outburst, "You of all ponies volunteered alongside him for weather duties for that railroad project in the Stallihorn Mountains?"

"What's wrong with a little extra work for a good cause?" said Rainbow, hooves on hips.

"Three days a week, _minimum_, and even the occasional weekend?" Spike snipped.

Rainbow snorted at the dragon.

Rarity flipped the page. "Oh, and on the days you are here in town, you mention his name an average of—" She counted all the tick marks — "roughly seven times a day?"

"And what's wrong with that?"

"Oh, nothing at all, darling. I just find it quite... charming."

"C–charming?" That triggered a flow of light crimson onto her face. "And what's that supposed to mean?"

"Come now. It's just emotions that are perfectly normal for mares our age to develop. Believe me, there is nothing to be embarrassed about."

Rainbow faced away from the group; no way would she tolerate their snickers and suggestive glances. "You and your crazy imagination, Rarity. I'm bailing out of here. I'll see you guys later."

"Say hi to Swift for me," Rarity chimed.

_Whoosh! _Rainbow left behind her signature trail along with an unrequested change of hairstyle for everyone.

"Oh dear. That was an abrupt departure," said Rarity, brushing her mane back to its lustrous form. "Ladies, did you think I came on a little too strong?"

All those around them motioned or mumbled their uncertainty, except for Twilight. She appeared as though she stepped into a room where she only heard the punchline of a joke.

"Um, too strong about what?"

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><p>"Move forward, stallions!"<p>

Mountains to the left, mountains to the right – the air was few in quantity and chilly to the touch. To the ponies with hard hats and yellow vests, carving through the rugged land to lay down railroad ties proved hard enough at a mile above sea level. Mother Nature gave them no reprieve from their arduous tasks. The winds pelted them at a whim and sent loose rock down the slopes, a constant reminder to the unicorns about readying protective barriers at a moment's notice. However, they could do nothing if those billowing thunderclouds floating above the peaks miles away drifted this way and drown the landscape with a sudden downpour. Fortunately, they had the right ponies for the job, two of them on this day. One of them hovered near a tall and muscular stallion standing far ahead of the workers on a sloping ridge, overlooking a narrow valley teeming with pine trees.

"Are you sure those clouds aren't going to threaten operations today, Swift?" said the burly pony.

The slender gray stallion gazed at the nearby mountain range rising far above their heads, grey lumpy masses hovering over the peaks. "Not for a while, Mallet," he said with the faintest of voice cracks. "It's better if I let the clouds fall off the top before Rainbow and I attack them."

Swift drifted upwards to look in the other direction. By habit, his foreleg touched his two-tone hair for a contemplative rub.

"I just hope she gets here all right. There's a wicked storm between here and Ponyville."

Mallet let out a belly laugh. "I'm sure she'll be just fine. She's a toughie and a looker. I gotta say I didn't think that was your type."

"Eh?" Scratching his head, "I don't get your drift, boss."

"Of course you don't," he replied, chuckling. "Tell you what. Take a break and wait for her."

"Are you sure about that?"

He walked down the slope toward the approaching workers, "Of course! I'm the forepony, ain't I? My call to make!"

That was that – he didn't mind a brief respite anyways.

Swift launched himself a thousand feet in the air until he reached some wafer thin clouds. After sweeping up what he could, he built himself a lump large enough to lounge on his back. He let his eyelids fall despite feeling rather awake. There were many things floating in his mind with the same effects as coffee: the weather around him, what wretched food would the construction site's mess hall serve today and sorting out his work schedule for the next few weeks.

All that fell by the wayside the moment his instincts yelled _Trouble!_ Wings unfurled, he grabbed onto his cloud and push himself sideways. A second later, a pegasi torpedo zipped by where he was, leaving behind an unmistakable contrail of who this was.

Once the newcomer sat in front of him, he crossed his forelegs. "Shoot, Rainbow. Can't you go one day without trying to tackle me like that?"

"Just testing your reflexes," she replied, proudly raising her muzzle. "I'll get you someday, you'll see."

Rolling his eyes," Yeah. And it'll be a one way ticket to the first aid station. Anyways, you're here early for once. What's the deal?"

"You're not going to believe this!" Rainbow pulled out the poster and spread it inches from his face. "Look!"

Pushing the parchment aside, "I know already. Brayside's got all covered up with those yesterday afternoon. I'm guessing you've signed up already?"

"First one on the entry list. I've got all the paperwork for you ready to go!" Rainbow then presented a stack of forms clipped together and a pen. "Just sign on the dotted line."

His appendages spread open, "E-eh… e–what? Oh, no, no, no, no, no! You know I'm not into racing!"

"Oh, c'mon!" She pressed the forms right onto his chest, "What do I keep telling you? Pegasus pride! You can't just leave your agility on the shelf! It's gotta be out there for everypony to see!"

He paused for an elongated breath. "No."

Her smile drooped, as did her ears. "Don't be like that. You've got the vacation time and we can squeeze in some training up here."

"I'm sure you can find somepony else," said Swift, gently pushing away the paperwork. "Can you just drop it, please?"

Rainbow tossed away the paperwork and hung her head. "Okay, I get it. You don't want to spend more time with me. Sorry."

"Um, it's n–not like that," he exclaimed in a fluster. "It's wicked hanging out with you, ! I just… racing's your thing. It's not mine. I'll just be a drag for you."

"You won't," she pleaded, looking straight into his grayish blue eyes. "Please? I mean, when have we had the chance to really have some fun together? That whole time we spent in Ponyville, we had that _thing_ haunting us all the way and right now, we can only do so much because we've got jobs to do. I know you're not a racing fan and you don't like the spotlight but just this one, can you do this, for me?"

His answer should've been an easy one – no – but this was Rainbow Dash smiling at him with the warmth of a fire in cool night. She had him pinned into a corner with no way out but rather than complain, he shrugged.

"All right. All right. You've got me. Just this once, okay?"

In a flash, she gathered all the fluttering forms and tossed him the pen. With a few strokes, she was in cloud nine for finally having a partner; his face had doom and gloom written all over it.

"Cheer up," she said, giving him a soft glancing pop. "Trust me. Once we're through, you'll be thanking me for this. Now, time for my nap. Long flight from Ponyville, you know?"

Before he could say anything, she tossed herself sideways on the cloud and right into his personal space. Moments later, the scent of citrus shampoo trickled up his nostrils, an aroma he could bask in if it didn't light up his face.

"I–I should probably go," he mumbled.

"What's the matter," she whispered, stretching her hooves. "There's—" Rainbow touched his foreleg, instantly jolting her awake. "Sorry!" In haste, she hovered a few inches off the cloud. "I, um, wasn't trying to crowd you out or anything."

Swift faked a laugh. "Yeah, no worries. Besides, I think those storm clouds have started moving down the peaks. No time to rest now."

She nodded. "Right. Might as well get some work in today."

"Hold up, hold up" He leaned in leering, "Did you just say that? Lemme call the press."

"And what is that supposed to mean?"

The stallion nonchalantly flew toward the cloud front, doing all he could to stifle his amusement. "Oh, nothing."

Rainbow eagerly followed close behind, her spirits rising by the wing flap. Now it was just a matter of crossing off the weeks until she and her friend would be part of a race for the ages.

_Hold on. Did he just call me lazy?_


	2. Unfriendly Skies

**Chapter 2 – (Un)friendly Skies**

Two days to race day.

Ever since its inception, the Cloudiseum had been the largest structure in all of Cloudsdale. Today, it was but a centerpiece for something much larger. Surrounding the stadium were grandstands towering higher than itself. Posts erected on the top row held flags of every color and every nation while on the exterior walls, banners promoted to anyone within range of the upcoming spectacle that was the Equestrian Grand Prix. In between the grandstands and the Cloudiseum was where a few competitors had already begun their practice runs: two narrow strips of airspace connected by two elongated bends. Cloud hoops ensured that the fliers would follow a predetermined course, as did evenly spaced roman-style columns lining the track's inside.

Within the Cloudiseum's crowded hallways, Rainbow stood in one line of many so she could check in for the event. Her partner, Swift, was in a different queue but not by choice. She had turned something as menial as waiting, into a race of who finished first. Although her line was shorter, she slapped her forehead when a gabby goose bored the track official sitting at the booth to tears on their prior racing experiences. An aside glance caught Swift already signing paperwork at his table.

_Darnit! Thanks a lot, blabbermouth!_

Finally, it was her turn. After rushing through stacks of legalese, the race official slid to her a sticker with a printed black number.

"Thirteen?" She stuck the adhesive paper over her cutie mark. "Are you trying to give me back luck or something?"

The official stamped her paperwork. "Deal with it, missy."

With her task finished, she turned to where the grey stallion had been; he was nowhere in sight. She thought of calling out for him but with fifty other conversations breaking out around her, there was no point.

_Now where did he go off to?_

Rainbow glided into one of the corridors, following its gentle curve. At every intersection, she looked in both directions, only finding empty passageways with the occasional straggling competitor roaming about. Then her ears flinched, hearing Swift's voice along with another. Whoever it was, they sounded anything but cordial.

She dashed left, sped down the short hallway, and then stopped just before the next juncture. When she peeked around the corner, there was her friend standing next to a short, trembling bat. Towering above them was a female griffon, her claws etching a mark on the malleable ground. Even with her long bangs, Rainbow clearly saw the utter contempt written all over the aggressor's goldenrod eyes.

With a motion from Swift's muzzle, the bat scurried off behind him. The griffon took a large step forward, but he immediately stepped right into her path, wings flaring and brow lowered.

"Out of my way, dweeb," she snarled.

Swift held his place. "Don't you have something better to do than scaring off your competition?"

"Who in the world do you think you are, telling me what to… wait a second." She leaned in closer as a sadistic smile crept up. "I know who you are! You're that lame-o, Swift Flying, from Junior Speedsters! My buddy, Gecks, told me all about you!"

Other than an eye flinch, the stallion kept his stance. "Let me guess. Gilda?"

"That's right, you dork!" She pressed a claw onto his snout. "So you should know exactly what I do to punks that get in my way!"

Rainbow slid in right between them and shoved her arm away. "Back off my friend, G! You even think of hurting him, I'll—"

Gilda fell backwards into a laughing riot. She paused to trace a line between the two pegasi before resuming her cackling.

"What's so funny?" Rainbow shouted. "There's nothing cool with threatening my friends!"

Pointing right at her, "Oh, my gosh! You and this… _loser_?" Gilda got back up on all fours. "I can't believe how lame you've gotten without me!"

Rainbow stepped into her personal space. "And what is that supposed to mean?"

Gilda's beak insinuated a smile. "Face it, Dash. I know there's no replacing me, but him? Talk about a major downgrade. I bet he doesn't have half the talent that I have, if he even bothers using it."

"Why you—" She raised her forelegs. "You wanna say that again?"

An unfamiliar voice called out, "Is there a problem over there?"

Far off down the corridor was a Royal Guard; the organizers weren't kidding about having tight security for this event. They all muttered that everything was fine, allowing him to continue with his patrol.

Gilda changed her stance, folding her wings back to her sides. "Tell you what, Dash. Remember how we worked together creaming our competition back in Camp? Those were rad times. We were totally unstoppable, like a huge wrecking ball. I was just looking around and I don't see that many fellow campsters, just a bunch of lame-o pushovers."

"What are you getting at?" said Rainbow, raising an eyebrow.

"You know this is a long race, and that was always my thing." She placed an arm around her and led Rainbow away from a startled stallion. "I know you came here to win, so how about we… forget about our little tiff we had at that party?"

Swift's pupils shrank. _Don't buy into it!_

"We can hang out together, have some fun, crush everyone else on the track, and when that checkered flag waves, we'll settle it amongst ourselves. It'll be like old times, only much cooler. So what do you say? All you gotta do is ditch that dweeb of yours. We don't need his slow flank to drag us down."

Rainbow wrung out of her grasp. "Haven't you learned your lesson, yet? I might've given you another chance had you cleaned up your act, but if anything, you're worse than before. I won't be partners with a big bully!"

Gilda's growl reverberated off the corridor walls; even Rainbow temporarily lost her tall posture. "So you've _really_ flipped to the lame side! Well, let me tell you something, _Crash!_ You're nothing but yesterday's news! I found some cooler friends, so don't bother calling! I'm not answering!"

The fuming griffon turned around, letting her tail slap Rainbow's face before leaving the scene.

"Why you—"

Swift quickly impeded her path. "Cool your jets! Let her go. We're done here."

Rainbow craned her neck around him, so she could grind her teeth. Once Gilda disappeared around the corner, she fell backward onto the ground and covered both eyes. As the seconds ticked by, her steaming temper escaped via an exasperated groan.

"You all right there?" Swift asked, as he sat next to her, staring at where Gilda had been.

From within her mind, Rainbow pulled out the book that she and Gilda wrote together. Their friendship and all its associated memories were forever imprinted on the pages. Near the end were blank spaces reserved for dim hopes that one day, there could be more moments, starting with reconciliation. Alas, she closed the tome and returned it to storage.

Getting back up, "I will be. Sorry for not stepping in earlier. I wasn't sure how she would act."

"No worries, Rainbow."

"It was really cool watching you stand up to her, though." She jabbed him softly. "I didn't know you had it in you."

"Well, it's not like I've never done this before," he said, tousling his forelock. "That's part of the reason I got my cutie mark, remember?"

She glanced at where the cloud-inverted thunderbolt mark would be, if it wasn't obscured by a sticker marked with the number thirty-seven. "Let me guess. You were gonna lead her right into a wall. Gutsy, especially for a shorty like you."

He lifted a foreleg, "Hey! I am taller than you, Rainbow."

Rainbow huffed amusement. "Barely. So, how'd you get all the way over here?"

Swift walked down the corridor, turning his head left and right at the juncture, spotting owls, ducks, and a pelican wandering about. "Well, I thought I saw someone I knew down here, so I tried chasing him down. Then I ran into Gilda picking on that bat."

Following him, "Okay, but how did she know who you were? I thought you'd never met her."

"No, but she mentioned Gecks. Let's just say he's a flying lizard from Junior Speedsters that knows me for the wrong reasons." He stopped in the middle of a juncture. "Shoot. I swore I saw my friend here. Maybe's he's already on the track."

Rainbow ran past him. "C'mon! What are we waiting for?"

Swift went after the eager mare, going around the many bends and curves within the Cloudiseum. Eventually, a glimpse of light led them outside onto a large flat platform covered by a white misty capony, bringing to the half dozen competitors mingling in the shade respite from the faint heat waves. To their left, beyond the edge stood a pylon stretching into the heavens. Pegasi wearing orange garb moved the numbers affixed on the black surface per instructions from a pony at the bottom, but two numbers persisted at the top - thirty-six and six. Between the pylon and the red hued cloud walls was a checkerboard banner with accompanying flag-pony stand affixed well above the hovering cloud hoops on the active track.

A few seconds later, it finally dawned on the pair that for a competition held in a pegasi city, they were the only one of their species in the immediate vicinity.

"This is really weird," Swift mused, gazing at a grasshopper with transparent wings. "I saw, like, _five_ pegasi since I got here. What gives?"

"Must've chickened out," Rainbow snarled. "Geez! It's just a race in the skies, that's all!"

Suddenly, a gaggle of fliers flying in formation rumbled past them. There had to be five, maybe ten at most, but their mere presence caused an airquake strong enough to knock Rainbow clean off her hooves. Swift covered his ears, a futile effort to muffle what was akin to ten thousand lightning bolts striking all at once. Moments later, the pack had left the area, only for another similarly sized group to approach. They tensed up, ready for another attack on their senses. This time, it was what they saw -an eagle leading the group touched wingtips with an adjacent dragonfly. What had been precision flying became a game of involuntary pinball between competitors. Most plowed straight into one of the hovering cloud hoops, which exploded into a blinding mist.

A speaker above their heads crackled static. "Trouble in turn four," exclaimed a lively voice. "That's the third accident we've had already! Yellow flag is out!"

Once the mist cleared, the eagle had crashed into one of the pillars, his head sticking out the other side. Two dragonflies laid flat on the cloud layer below, their sole movements being the occasional wing twinge. The more fortunate pulled into the platform area with nicks and scratches. Medical pegasi rushed from the corridor, either to tend those nearby or go out on track with stretchers.

"Rainbow?" said a pale Swift.

"Yeah?"

"What in Equestria did you get me into?"

Rainbow shrugged off his concern. "Don't worry about it. It's not like we'll get really hurt out—" The medical crew passed by with the crashed eagle on the gurney "—there." One look at his wing and her stomach pushed its contents upwards. "Ugh. If we can stay out of trouble."

To distract him from the eagle's groans, Swift trained his sights onto the track workers molding together a brand new cloud hoop. Meanwhile, the remaining racers on track meandered around them at a tepid speed, waiting to resume the practice session. A few chose to come off track, including a gray-headed falcon - Swift flailed his hooves at him.

"Blaze! Over here!"

The bird's pale purple eyes widened the moment he noticed the stallion. When the falcon reached Swift, Rainbow noticed that he stood over a head above him, but unlike the griffon, his beak insinuated a more welcoming demeanor.

"'Sup, Blaze! Long time no see!"

"My goodness," he said in a slightly gruff voice. "This is quite a surprise. I haven't seen you in a while, my friend." The falcon chuckled, "You do realize this is an area restricted to competitors, right?"

Swift gestured toward his posterior.

"Unbelievable. I'd never thought I'd see the day. Can I presume the madam next to you brought you here?"

"Practically dragged me here."

Rainbow's wing slapped him. "He _volunteered_. I'm sure you know who I am." Bulging her chest, "Rainbow Dash, future winner of the Equestrian Grand Prix."

The falcon took a quick bow. "In my land, they call me Blazious Artemus Peregrine, but you can call me Blaze. I must admit I'm quite perplexed. Has your opinion on racing changed so suddenly, Fly?"

"I wouldn't say—"

"It will once I'm through with him," said Rainbow. "Oh, by the way, you can call him Swift now. Fixed that too."

He squawked, flapping his tan wings. "Impossible! Is this mare telling the truth, um, _Swift?"_

Other than a small eye flinch, Swift kept still. "I'm… what can I say?"

"I'm awesome," said Rainbow, grinning.

Swift snickered. "Hey, how about letting me finish, Rainbow?"

She play-punched him on the shoulder. "You're too slow."

The word _Whatever _flashed in Swift's mind, followed by a mischievous smile across his face. "And you like to hear yourself talk."

"Hey!"

Rainbow reached for a headlock but a simple sidestep was all it took for her to faceplant onto the platform.

"Who's the slow one now?" He ran off, letting out a cheerful laugh.

"Get—" She lunged at him "—back here!"

Blaze wondered whether the stallion engaging in horseplay with Rainbow was the same pony he befriended ages ago.

_***Start Flashback***_

"No deal, Blaze"

The falcon stood on the edge of the cloud beside a younger Swift. Both overlooked a rugged mountain range a few hundred feet below, with the peaks breaking through the thick fog. Then, a teal pegasus emerged into the open skies, followed by a dull grey griffon. The two fliers rounded a snow-capped range before dipping below it and out of sight.

"Those two have no issues displaying their talents," said the falcon in a professorial tone. "Why must you insist on hiding yours?"

Swift snorted. "Like I told ya, showing off leads to trouble. Shoot, I only came to Camp because my folks pushed me into it. Gonna stay under the radar all the way."

He rubbed his temple. "Fly, Fly, Fly. You have something quite special but if you maintain this belief of yours that it's _for emergency use only_, it will go to waste. Those ruffians below believe they can continually overstate their maneuvering prowess, but they must be shown the truth."

"Not racing them, Blaze. Just not my thing." Swift began walking away. "C'mon! I heard there's good grub at the mess hall for once!"

_***End Flashback***_

Blaze stroked his chin. _Curious. What could prompt such a shift in behavior?_

Finally, Rainbow got her target, pinning Swift on the cloud floor. She unleashed a fervent hoof rub over his head, eliciting raucous laughter and a few confused stares from nearby competitors. However, everything came to a stop once the PA system buzzed to life.

"Attention, everyone," said the track announcer. "Good news! The workers have completed the necessary repairs! The track will go green in approximately five minutes."

Rainbow released her target. "You heard the pony! Time to show our stuff! You can join us too, Blaze. She leered at him, "If you can catch up."

He chuckled softly while shaking his head. "Very well, but you underestimate the racing pedigree of the Peregrine clan."

As Rainbow headed toward a group of competitors gathered near the platform's edge, Blaze pulled Swift aside.

"May I ask you something? Is this Rainbow Dash your, how can I put this?" He stroked his beak, searching for the perfect word within his vocabulary. "Is she your companion?"

"Companion?" he parroted. "What do you mean by that?"

He coughed. "Well, I suppose not, then. Forget it—"

"_What_," he screeched at a voice-breaking pitch. "You think that she's—" His hooves flailed wildly "—Whoa, whoa, whoa, whoa, whoa, whoa!"

Blaze raised his wing. "My apologies. I did not mean to embarrass you or insinuate that you've gone well beyond friendship with Rainbow."

"I haven't," he grumbled. "You know I don't care for the mushy stuff, Blaze."

The falcon sighed. "Yes, it appears that part of you has remained the same. I'm curious, though. I don't recall you mentioning her the last time you wrote me back in the wintertime. I presume you met her recently."

"Right. I had to fill in for her as Ponyville's weather leader. We, um, I guess we, um, got along."

Blaze nodded. "I noticed that, my friend. Does she, by any chance, know about your _incident_ at Saddlecloud?"

Swift bit his lip. "W–why do you ask?"

He checked his surroundings - no one stood within earshot. "I must be honest. I had my concerns about you. Despite all our efforts to treat you, I had this inclination that we did not do enough. You were not quite what you were and not your physical state, mind you. Your letters to me only corroborated this but just a few minutes with you today and I sense a positive change in you. Is she partly responsible for that?"

He fidgeted in place. While Swift held the answers, he couldn't divulge. "I… let's just say she's a pony I'm glad I met."

Blaze didn't need to hear any more - the stallion's widening smile told him more than a thousand words could. "I understand, Fly. Pardon me. _Swift."_ He chuckled. "You know, if you've changed your mind on that matter, who says your perspective on romance will remain the same?"

Swift facehoofed. "Do I need to tell you again, Blaze? Geez!"

"Fair enough but I'll leave you with this hypothetical. What if it's the other way around?"

With that, the falcon flew off to join up with Rainbow.

_Other way around? Yeah, right. Rainbow would never think of me that way!_

When he glanced her way, his hoof gravitated to his cheek. Despite all the events he lived through during his Ponyville tenure, the memory that he could recall down to the millisecond was Rainbow's token of appreciation to him on a cloud above Sugarcube Corner. At least, that was the implied agreement between them.

_What if… it was sorta long._

A five alarm fire torched his face; Swift slapped it to extinguish the flames.

_Shoot! Thanks for sending my head to the clouds, Blaze! You and your… hypo-whatevers!_

"Attention, all racers," called out the track announcer. "The track is back under green conditions."

The race, that was a subject Swift could wrap his hooves around. He snuck in beside his falcon friend who was conversing with Rainbow.

"—and with my wingspan, a flying V would be the ideal formation if we're all together on the circuit."

Rainbow hoof pumped. "Let's try it, then! Just remember that when that white flag comes out, all bets are off!"

"Of course. Fly, what about you? Will you actually go for the victory if the opportunity presents itself?"

He smiled with subtle confidence. "I'll… um, I'll let my wings do the talking."

"Boooooo," Rainbow bellowed. "You really need a better line than that."

"Whatever," he replied with some defiance. "So, flying V to start off?"

Rainbow nodded. "All right, the second a big group exits the last corner, gun it!"

All three turned their heads, narrowing their eyes at the reconstructed cloud hoop. The shrill sound of competitors flying in formation pitched higher from their left, and then slowly faded off in the distance. Soon, the noise shifted to the right and behind, prompting the trio to loosen up their wings for full acceleration.

"Steady," Rainbow cautioned. "Get ready!"

From far behind the Coliseum, a large blur emerged.

"Go!"

The falcon and two pegasi emerged from under the canopy's shadow, their speeds climbing ever higher as they shifted into a deep chasm, the pillars and grandstand walls serving as the unforgiving barriers. Once they zipped clean through a cloud hoop, Blaze maneuvered into the forward position while Rainbow and Swift lined wingtip to wingtip behind the falcon. Immediately, the formation kicked their speed into overdrive. Everything around them turned into an indistinguishable red and white blur, but it was enough to guide them into an easy bend to the left - tapping the brake wasn't even a thought.

At the corner's end, Rainbow peeked behind, hearing what was an approaching freight train. Within the many faces in the pack of fliers, she could only focus on one.

"Gilda," she scowled.

The griffon led the pack past them as though they were standing still.

"Later, losers," she taunted, her voice somehow overcoming the wind noise.

"We must merge immediately or we'll lose them," Blaze instructed.

The three slid in behind a webbed-wing mongoose, just as they entered a wide tunnel. Within, small holes provide just enough illumination to guide them through the passageway. However, the compressed space amplified the volume of a dozen wings flying in unison, drowning out any hopes for a quick word. After a few seconds, the fliers returned to the outer world and began rounding the second long turn on the track.

Rainbow craned her head; a competitor had just taken the lead spot from Gilda. To her shock, the griffon allowed it with nary a slash from her claw. From this distance, all she could tell is that this creature was brown, long and had delta-shaped appendages.

"Who's that up front," she asked. "Hey, that wouldn't happen to be that Gecks you mentioned, could it?"

One glance was all it took; Swift wretched in disgust. "Shoot! This is totally bonkers! Don't tell me he's actually here! Blaze?"

The falcon harrumphed. "I'm afraid I observe what you do, friend. That lizard is not only here, but actually _working together_ with Gilda, of all griffons."

Rainbow made an inquisitive grunt. "You sound like you know Gilda."

"Unfortunately," he replied rather stoically. "As our respective lands are next to each other, I've met quite a few griffons. Compared to many of them, she lacks proper racing etiquette. Then again, so does Gecks. If they're indeed united for whatever reason, we should proceed with extreme caution."

She scoffed, "Yeah, right. Like those two scare me. We'll show 'em." Rainbow then barked orders. "Blaze! On the go, pull up behind Gilda, then pass up and right! I'll go down and left! Swift, back me up! We'll meet up on the other side!"

"Understood," said Blaze.

Swift's moved his head between the two, "Wait a minute! Don't you think we should take it—"

"Go!"

Blaze swung around the mongoose with ease, as did the eager pegasus mare. When Swift tried following them, the air resistance spiked. His slender frame did little to overcome the apparent deficit in wingpower compared to his partners. Only through willpower did he approach the tail of a flame-fur wolf but no more.

_Shoot! My talent's useless on this track! _He facehoofed. _Great. I'm actually complaining about the layout._

He watched helplessly as his two friends maneuvered around another falcon before making a run at the striped lizard. Just a few feet from Gilda's tail, the two broke off as arranged. Gilda immediately positioned for a block on Rainbow while the lizard tracked the falcon. Suddenly, the slits within his yellow eyes widened. Before Blaze could act, Gecks spin rapidly around him, generating a self-contained vortex. In less than five seconds, one of Swift's friends rocketed out of control toward the sky. The culprit immediately re-took the lead position, bearing a menacing fanged grin. He even slithered his tongue in merriment, watching his prey rejoin the circuit but far behind the pack.

Meanwhile, Gilda swung in every direction, impeding Rainbow's path. Soon, their constant movements scrubbed off their relative speeds but neither seemed to notice or care. Moments after leaving the tunnel, the griffon finally chose the wrong side; Rainbow slammed on the afterburners.

"Oh no, you don't," screeched Gilda.

_Wham!_ Direct hit on Rainbow's side, sending her spinning. Fliers scattered like confetti, avoiding the wobbly pegasus.

_Rainbow! No!_

Swift made a beeline toward her - she was heading straight into one of the columns! Time was short, the distance was long and he only had one option available. He stretched out his hooves all he could and tensed every muscle.

"Hang on!"

_Wham! _Rainbow was slammed again, this time sending free falling. A brief moment of eerie calmness later, a third impact on something that had some give, maybe a little too much. She bounced upwards before coming back down for the last time and going for a slide. Finally, Rainbow came to a halt face up but where exactly, her googly eyes couldn't tell. Then, a voice bellowed above her.

"More trouble at turn one! It looked like one of the ponies deliberately crashed right into the other! Both of them are out cold!"

She rubbed her ringing head, grumbling about being hit repeatedly. When she reached out to get her bearings, Rainbow thanked the cloud layer for saving her from falling a hundred rather than thousands of feet. Then she felt something else, feathers not her own - her vision worked overtime to return.

"Swift?"

There was her friend, motionless and face down. Rainbow crawled right up to him and shook him. Again, she called to him for a response, a word, a cough or even a groan.

Nothing. Nothing at all.


	3. Rocking at the Cube Tonight

**Chapter 3 – Rocking at the 'Cube Tonight**

Within one of the many corridors in the Cloudiseum was a door bearing a red cross. It swung open, and the eagle involved in the earlier accident limped out, his motions restrained by the many white bandages around his body.

Inside the pale blue room, Blaze sat on a bench next to Rainbow Dash. Calling out to the eagle, "My condolences again, sir. Maybe we could have a friendly match down the road."

"Many thanks," the eagle replied before closing the door.

Rainbow paid them no attention. While she had her head buried in a tattered magazine, her thoughts weren't on the articles. Instead, her eyes occasionally shifted to another door next to a bubbling water cooler. Somepony across the pony yelped at regular intervals, and she responded by tightening her grip on her reading material. Then came a prolonged hiss; Rainbow immediately slammed the magazine onto the nearby table.

"When I get my hooves on Gilda, I'm gonna—"

Blaze held up his wing. "You must calm down, Rainbow."

"Calm down?" She hovered around the room, waving her hooves in the air. "How can I calm down at a time like this?"

"The doctor did say it was only a minor scar to the head and a mild concussion."

Pointing at her forehead, "But stitches, Blaze! Stitches! If Gilda didn't crash into me, this would've never happened!"

He sighed in frustration. "I appreciate your concern for Fly, but if you call yourself a competitor, then you should understand that racing naturally carries a high risk of injury. What happened out there could've happened to anyone else, just like with that eagle. You should consider yourself fortunate that Fly chose to spare you from serious injury."

Her boiling anger turned icy cold. "I am but, you know, this was supposed to be fun." Rainbow sat back down. "I didn't think something like this would happen. _I _should be looking out for him, not the other way around." Her shoulders suddenly grew heavy, and her eyes grew wide.

_It's my fault, isn't it?_

Finally, the patient entered the room. Right away, Rainbow immediately spotted slight discoloration around his left eye. Above it was a small crescent shaped wound, latticed with stitches, expertly sewn to close up what was destined to scar. Swift casually brushed his medium blue forelocks in front of it, intending to conceal the wound. On any other pony, she would have called it a proud battle mark. On him, it was a wretched mistake, _her_ mistake.

Swift gave her a welcoming smile. "'Sup, Rainbow. You're not hurt, are ya? I didn't really see you in there."

Rainbow couldn't bear looking at him. "Swift, I'm sorry. I should have—"

"No worries. Besides, that's what I get for literally using my head to tackle." He started laughing before touching the side of his head. "Ow!"

Blaze came up to him. "I'm relieved to see you're in good spirits. Did the doctor clear you to resume, Fly?"

Frowning, "Well, it's a definitely no go for today. I'll have to check back with the doc tomorrow and see what he says. Doesn't matter. I'll stick around here anyways."

"You don't need to," Rainbow interjected. "Maybe you should take it easy. You can even crash at my place and catch some z's."

He'd expected agreement, not actual concern. "I'm good, Rainbow, really. I'm just gonna watch, that's all."

"I must agree with your friend here," said Blaze. "A brief respite will do you well."

Swift trotted toward the exit, shooing his concern with a smile. "Don't need it."

Rainbow opened her mouth, but he was already walking down the corridor. Whether he was actually neglecting his welfare for the sake of others, no one could convince her he wasn't.

* * *

><p>Sitting on the canopy's top by the racetrack, Swift cusped both ears. The track noise was bad enough for a pony with a headache; trying to follow the competitors go around the track was even worse.<p>

_They just keep going around in circles. I'm getting dizzy._

Then again, Blaze had told him that he'd learn a lot through mere observation - he was right. For example, he noticed the winged wolf had flown together for the better part of the hour and as a result, their lap times were fast and consistent. One of the creatures remained at the front, presumably their leader. Based on how often the other wolves stepped out of formation or even banged wingtips with one another, Swift surmised they themselves could be their biggest threat.

That wasn't the case with the few bats, dragonflies and pegasi that passed his sights; the turbulent air on track that continually knocked them off the ideal path was their biggest nemesis. Unsurprisingly, the track announcer called out many of their names as those that withdrew, along with those that found an early end to their weekend through a nasty collision.

"Oh shoot!"

To his left, a light turquoise pegasus ricocheted off the outside wall and right into oncoming traffic. Down she went along with seven others onto the safety barrier below, among them a griffon and a falcon. Swift ran to the canopy's edge for a better look - he recognized none of the injured. The PA system confirmed his observation.

"That's definitely not Blaze Peregrine or Gilda," said the play-by-play announcer. "But I believe that was Lightning Dust involved in the accident and by the looks of it, I doubt we'll see her return. That's a real shame. She was really climbing up the speed charts."

Swift uncovered his ears, only to jam cloud bits in it minutes later. Another noise below his hooves drilled into his head. He peeked under the canopy to find the source, a golden and white colored goose among many others with the most boisterous and grating voice he'd ever heard. He walked to an area furthest away but Swift still heard every annoying syllable.

"This is our time to really shine," said the goose. "It doesn't matter who's in front. Our team will take all the front spots or my name isn't Hermes Goossens! Now, allow me to regale you about our last victory a month ago! It was a cold and windy morning just outside of Featherton. I had myself a—"

Finally, the green flag returned and in no time, happily adjusted to the sound of roaring fliers. Less ideal was the afternoon sun beating down on him and the few spectators willing to put up with the balmy weather just to watch a practice session, especially since fewer competitors chose to continue running laps. Among them were Gilda and Gecks but everyone felt their presence long after their departure. Their numbers, six and thirty-six, never came off the top two spots on the scoring pylon.

Eventually, Blaze not only took command of the largest group on the track, his racing number sixty inched up all the way to third. Swift expected Rainbow's to rise as well but instead, she lollygagged among the slower fliers with autopilot engaged. Every few laps, she looked his direction with little spunk or elation.

_What in Equestria's wrong with Rainbow?_

Suddenly, flashing lights accompanied with shouted questions grabbed Swift's attention. He hovered below to the platform, finding a gaggle of reporters surrounding three pegasus wearing skin-tight blue suits. One of them, a mare with a fiery orange mane nodded at a stout pegasus stallion wearing a headset, silencing all the others.

"This is Burning 'Mike' Chicane, your humble announcer of the Equestrian Grand Prix." His voice immediately echoed throughout the entire track. "I'm here with none other than Spitfire, leader of the Wonderbolts. Tell me, isn't it somewhat unfair having you, Soarin and Fleetfoot in the race considering your extensive training and combined experience?"

"I was expecting that question," she coolly replied. "Although we do have our occasional Wonderbolt Derbies, those are relatively short races so we actually have less experience with a longer format compared to quite a few others I've met here. In the interest of fairness, however, I limited the entries to three and we decided to skip practice. We even successfully lobbied to disallow the use of body suits just so that we're all playing on a level field."

"So you're going into qualifying tomorrow cold?"

"That's correct. We came here today mainly to be goodwill ambassadors for Equestria, and have a closer look at our competition. From what I see, we'll definitely have a fight on our hooves."

"And why you three specifically?"

"We had our own little Wonderbolts mini-races to determine who would get the honors to represent our group. Who we have here were the top three—" She smiled coyly at Soarin. "—with one notable exception."

Red-hot bulbs flashed at the blushing blue stallion. "Okay, okay. Rapidfire beat me to the line, but he's got the feather flu, so I'm taking his place."

"And I wonder where _that _came from," Spitfire quipped.

While the reporters laughed, Rainbow and Blaze pulled off the track and joined Swift.

"'Sup," said Swift. "Can you believe who's joining this race? Talk about star power!"

Blaze gazed at the trio, now signing a few autographs. "I'm not exactly familiar with these ponies. I've seen similarly dressed individuals but that was ages ago."

Rainbow leaned forward, ready to barge through the crowd. However, the second she saw his scar, her balloon filled with enthusiasm popped. Focusing on the floor, "Yeah, I guess."

"You're not gonna try and talk with them?" he said, raising an eyebrow.

With a shrug, "Maybe tomorrow. They look kinda busy."

"_Busy? _You practically breathe Wonderbolts! Are you okay?"

She looked at him, struggling for a smile. "Huh? Oh, yeah, yeah. Um, how about you?"

He saw right through her wafer-thin disguise, but Rainbow wasn't one to spill the beans so easily. Now wasn't the time to press the issue. "Head's still hurting but I should be good for Pinkie's pre-race party."

She flinched. "Huh? Wait a minute. You just had a concussion. What about that scar on your head? Wouldn't you'd rather have some peace and quiet instead?"

"Eh? I don't know what's up with you but no worries, all right? I can handle it."

Her pupils made a quick retreat. "But, but—"

Ignoring her, "Blaze? You want to join us?"

The falcon rubbed his beak. "A social gathering? I'm ready to, how do you say, party-hearty?"

Swift blinked a few times without saying a word.

"Yes, well—" said Blaze, breaking the awkward silence. "Let's depart, shall we?"

The two walked into the Cloudiseum's depths, while Rainbow straggled behind them. Even without seeing his face, she swore that small gash on Swift's forehead was ready to unleash a river of wretched red.

_Please let this be a small party._

* * *

><p>Pegasi, pegasi everywhere.<p>

Inside Sugarcube Corner's first floor, nopony dared spread their wings, lest they strike somepony else. Even if they could, balloons and checkerboard streamers clogged up the skies. Occasionally, Pinkie Pie ventured upwards, then down again, only to repeat it. For her, it was the best mode of transportation, so she could replenish every table's spread, which included doughnuts, banana chips, pretzels, and energy punch served from cups shaped like trophies.

At one of the room's corners, Vinyl Scratch, wearing her usual purple shades, was busy connecting wires from two tall speakers into a turntable station. On the other side, ponies waited in line for _Pin the Tail on the Pony_. Unfortunately, pegasi were the most hampered by the blindfold, with most of their tails off the sheet. Laughs got lost within the noisy floor, as did most conversations.

Upstairs, it was a much quieter atmosphere, perfect for all the board games in session. Pinkie soon came up, checking up first on Twilight and Blaze. On their table laid a checkerboard with assorted pieces sitting on various squares shaded green, blue, or brown. Some of them shared a striking resemblance to Princess Celestia and Luna, certain members of the Royal Guard, and famous historical ponies such as Commander Hurricane. Naturally, she poked her head in with childhood enthusiasm.

"Ooooh! Are you playing fancy checkers?"

Twilight gave her a polite shush. "You could say that."

"How do you play? Can I join?" She pointed at a Commander Hurricane statuette. "What does that piece do? It looks scary!"

"Ugh! Just read the rules, Pinkie." The unicorn levitated over a sheet, which rolled open. The bottom hit the floor, just like Pinkie's jaw.

Blaze nudged over a scrawny Royal Guard piece forwards, immediately prompting Twilight to make a similar move with a different piece, triggering a flurry of actions that sent Pinkie's eyes twirling. Finally, the unicorn placed a Star-Swirl the Bearded figurine by the falcon's Princess Luna figure.

"Excelsior!" she proclaimed, raising her front hooves with glee.

Blaze's wings swung open, his eyelid twitching. "Oh, such a daring move!" He stood up for a gracious bow. "Well done, Twilight. That's a game apiece. Shall we go for three?"

Raucous laughter prompted Pinkie to check in with Spike, Fluttershy, Applejack, and Rarity. On their table, each had a spread of red cards with apples on them. However, only Spike and Applejack had green cards in their possession. Fortunately for the group, Pinkie already knew the game, so she stayed back and zipped her mouth.

"This game isn't exactly prope," said Rarity as she levitated a red card face-down toward Fluttershy. "But it is quite amusing. Photo Finish? Demure?" She giggled in delight.

Applejack rolled her eyes. "It's might funny, but still think this game's false advertising. It says _Apples_ on the box. This game ain't got nothing to do with apples!"

Spike nudged over a card to Fluttershy. "That's all of them. You have to choose the winner."

"Okay." She whispered in Spike's ear, "Um, how do I do that?"

He face palmed, having explained this to her, twice. "It's completely up to you. That's what makes this game fun."

That didn't stop the sweat from her forehead, but she kept going, scrutinizing a green card in front of her. _Nice_, it said. Then she flipped over three red cards, revealing _Parasprites_, _Princess Celestia_, and _Hay_. Fortunately for Rarity, she correctly guessed that Fluttershy would play it straight, as she earned a green card.

Pinkie finally made her presence known with a long, loud yawn. "Bo-ring! I would have picked hay!"

Applejack raised an eyebrow. "Why in tarnation would you pick that, Pinkie? That don't make a lick of sense!"

With a sneer, Spike replied, "I think you answered your own question."

They all had a good chuckle, which was more noise than from the two pegasi playing _BattleCloud_ by the dark windowsill all the way across the room. Rarity peeked their way.

_My, Rainbow has been especially quiet since she and Swift arrived. Is that gash troubling her for some reason? She keeps looking at it._

Again, she guessed correctly. As Swift rubbed his chin, contemplating his next move, Rainbow's imagination ran wild on what more could happen to him. Time and again, she was accustomed to putting herself in the thick of things. Danger might as well be her middle name, and she'd been guilty of getting her friends caught up in her messes multiple times, sometimes resulting in nicks and scrapes. Usually, she would say her apologies and be no worse for wear. This time, however, that scar ate at her psyche like piranhas feasting on meat.

"Sky Seven," said Swift.

Her head slinked lower. _I didn't want this to happen._

"Um, Sky Seven? Did I hit something?"

_Not again. _

A gray hoof crossed her line of sight. "Equestria to Rainbow, helloooo."

Her wings flung open with a small gasp. "Oh, sorry. Sky Seven?" In that spot, there was a blue square. "Nope." She tapped her hoof a few times. "Um, Cloud Three?"

"You plucked my seagull." He flicked off the miniature off with a sneer. "Then again, I don't really care for them, so I ain't complaining."

She strained a few chuckles, each one weaker than the last.

He quietly whined. Seeing her this mopey ate at his conscience but doubted whether saying anything would help. Swift tried holding it in but after a few more depressing rounds of Battlecloud, he latched onto his mane as he always did during a nervous moment.

"Rainbow, I know something's bothering you. Go ahead and tell me."

"Huh?" She forced out a smile. "Oh, no, no, no. There's nothing wrong. Nothing wrong at all."

"It's about what happened to me, isn't it?"

She immediately looked away from him. "It's not that… well, maybe."

Swift paused before exhaling deeply. "Rainbow, we're good on that, all right? I'll just be more careful next time."

Rainbow's jaw shuddered. "Next time?" She leaned across the table. "Are you sure about that? I won't blame you if you wanna drop out of this race. It's safer that way."

His mouth wanted to blurt out a big what, but pushed it back in. Lowering his voice, "What's your deal, Rainbow? This isn't like you at all. There's no reason to get all worked up. It's just a small cut."

"I know that," she whispered back. "It's just that I… because of what I put you through."

"Eh? You mean—"

She nodded as she remembered one particular day, that one Saturday many weeks ago but forever vivid on every recollection. The pony in front of her had been a mere stranger pulled into her mess and in a short time, turned into a friend she had all but lost, forever.

"I put you through so much already and I'm doing it all over again," she said, voice trembling. "And for what? Because of some silly race? Is it really worth it?"

"Yeah," he instantly answered. "You're still worth it, Rainbow."

"Huh?"

Winking, "Don't tell me you've forgotten. I said something like that before, remember?"

Finally, the corners of her mouth inched upwards. "Oh, yeah." With an amused eye roll, "It's still cheesy, you know."

"I know, but I still mean it. That hasn't changed one bit."

Rainbow's cheeks were flushed red with slight embarrassment.

"When you asked me to come here, I could've said no, like when you asked me to help you learn how to fly again. The thing is, though, _I _made that choice, Rainbow. We may have gone through a lot after that, but the thing is that we really had some wicked fun, didn't we?"

"Hey, yeah," said Rainbow with mild enthusiasm.

"And we're going to have some more fun this time around. It may get a bit rough out there, but that's okay." He pointed at his scar. "I got your back, and I know you'll have mine. That's why I'm not worried. You shouldn't be, either."

Rainbow could feel the nervousness dripping away, but like a persistent cold, she continued sensing it. "Well, if you really want to do this—"

"I do," he interjected. He raised his hoof, ready for a bump. "We're cool on this?"

When she looked in his swirling, blue eyes, Rainbow saw unwavering confidence. Whatever risks lay ahead, he was ready for them regardless of consequence. She admired him for that.

She slapped his hoof with a wide smile, adding "All right, but I do have to make it up to you for saving my flank out there."

"But—"

'No buts!" She softened her tone. "Please? It doesn't feel right not paying back."

He raised his forelegs. "All right, all right. Whatever you wanna do is cool with me."

"Okay! I'll… um." A question mark popped in her head. "Okay, I'm not quite sure yet but it's gonna be a surprise."

"Gotcha," he beamed. Swift gazed at the game board. "So, whose turn was it, now?"

Pinkie rose right behind him. "It's your turn, silly!"

"Ah!" Swift leaped into the air, and if he wasn't a pegasus, he'd have come crashing back down. "Geez, a little warning next time?" he said, clutching his chest.

"Oops," she said, giggling. "Just checking if you guys wanna join us downstairs." Pinkie did a little jig. "We're going start dancing. Woo hoo!"

The beat below was something funky and fast, Rainbow's favorite. "Heh, yeah! Count me in!"

Swift landed back down, noting most in the room had already left. "I dunno," he said while scratching his mane.

"You're just afraid of looking like a dork like Twilight," she teased.

"I heard that!" yelled the offended unicorn, as she trotted down the stairs.

He couldn't help but chuckle at the exchange. "Rainbow, I'm actually not that bad of a dancer—" With some hesitation, "—at least that's what my friends tell me."

Rainbow hovered right up to his face, crossing her hooves. "Then prove it."

Usually, Swift ignored her challenges, or otherwise chickened out of them. This time, however, he thought some dancing would be therapeutic considering what had transpired today. He calmly replied, "I'm a little rusty, but… oooof!"

Pinkie nudged him toward the staircase, with Rainbow following behind. Apparently, the two mares had already decided for him.

As they approached the bottom level, they found themselves bathed in a full spectrum of colors flickering to the beat of the music. Some of the ponies had gone outside to carry on their conversations, allowing space for a dance floor right in the middle. Twilight and Blaze danced near each other by the kitchen entrance, which must have been by divine design. The unicorn flailed her hooves around like a deranged maniac while the falcon's large, bulky frame meant constant apologizing for bumping into everypony around him.

Applejack, standing by the stairs beside Rarity and Spike, pulled down her hat. "Golly, that's just painful to watch."

"And you would do any better?" countered Rarity.

She patted her bulging tummy. "I already told ya I wanted to munch on some bites first, so I gotta wait. What's your excuse?"

"I'm just waiting for something that's not so… brash. I already asked Fluttershy to ask the DJ for something nice and slow."

They all glanced toward the DJ station, where Fluttershy stood amongst a small crowd in front of the turntable. Her lips were moving, but whatever meek noise came out of it got lost in the sea of shouted requests and the raw power of the speakers.

"Nice and slow," said Applejack, bewildered. "Why ask for that?"

Rarity stroked the small dragon's head, much to his delight. "I promised _Spikey-wikey_ that we'd have one dance together." Suddenly, she gave Spike a brief, but cold stare. "And _one_ dance means _one_. Got it?"

His head bobbed yes, now aware that her generosity had a limit. A pirouetting Pinkie then went by him, followed by two pegasi. Rainbow went straight to the middle of the room without a word, but Swift thought it'd be best for a quick greeting.

"Sup, little dude."

"Hey, Swift." Spike poked him on the side, shifting his eyes between Swift and Rainbow. "I see what's going on. Go get 'em, champ."

"Eh?"

Rarity bumped Spike out of the way. "Don't mind him, dear. Go have some fun out there." Her ears perked up, picking up the end of the rock song. Rarity took a step forward, expecting something slow, tender, and soothing for the heart.

Instead, the bass from the twin speakers grabbed hold of Sugarcube Corner, shaking it with such vigor, the walls groaned in displeasure. Spike pranced toward the floor, only for her to pull him back.

"Oh, no." She raised her head. "I'm not dancing to _that_."

Swift had no reservations, however, joining the ever-growing masses. With no sight of Rainbow, he found an open spot, and performed simple hoof steps in place, while rocking his head about in a slow, deliberate fashion. Certainly, he didn't embarrass himself, as his moves mimicked those around him, only he wasn't enjoying the moment. For the agile pony, what he did was plain, uninspiring, robotic, even boring.

_Nah, I can do better than this._

Shutting his eyes, he allowed the music to flow into him like a river, with the waters carrying the notes throughout his entire body. Soon, he spun in place, slid sideways, stepped back and forth, all while bobbing his head to the rhythm, tossing his mane into disorder. His headache crept back, but it was an afterthought. For a while, he was in his own little world, with only himself and the music notes dictating every move he made. Even a few encouraging words from those around him were insignificant background noise, except for one.

"Pretty cool moves," shouted Rainbow over the music. "You mind if I join?"

He stumbled to a stop. "Eh?" The idea cranked his thermostat to boiling hot. "Well, I don't usually, um, dance with others. Do you know h–how to—?"

"Relax, Swift," she said, waving her hoof nonchalantly. "It's not like I got moves of my own. C'mon!"

Swift gulped, as his heart competed with the music for most beats per minute. He played it safe, giving himself plenty of space while, again, immersing himself with the brash song. Rainbow crept in closer, feeling the vibes she had felt from him earlier returning to its smooth, tingling state. It met up with her wild, untamed energy and wrapped around it along with the music. Such a fusion for most ponies would end up in chaos, with stepping on each other's hooves, and bodies colliding by accident. Instead, they found a new way in speaking to each other without words or thoughts. With the rock song reaching the chorus section, they both knew what to do.

It was time to let loose.

Suddenly, their moves reached the pinnacle of harmony, with every action done by one mirrored by the other. With each passing second, they pushed the envelope with more complex moves, gyrating on the floor, going from steps to small leaps, even switching to complementary dancing without missing a beat. Their energy became infectious, with the ponies in the room either wrestling in vain to match them, or stomping their hooves in the unfolding spectacle. They gave them room, allowing the duo to spread their wings, adding another piece in their arsenal. Soon, they were flipping backwards, air walking, air guitaring, and whatever else fit the moment. Vinyl flipped on her mike for some commentary.

"DJ Pon, rockin' from the 'Cube! Who says pegasi got no moves other than on the track? Give it up for…" She flipped off the mike, grasping for their names.

Pinkie rose up beside her. "They're Dashie and Fly-Fly!"

Fluttershy leaned over the turntable. "Oh, excuse me. Can I, oh please? I'm just trying to—"

Still unaware of the yellow pony, Vinyl stuck out her tongue. "P, I can't work with that."

Fluttershy tried poking Pinkie, but she was just out of reach. "Pinkie, can you, um, I have a request for the DJ. Can you please, tell—"

Pinkie was more interested in coming up with a group name. "Ok! How about S & R, or the Swift-Dash experience, or… wait!" She banged her hooves together. "Dashie would want her name first! Rainswift?"

Vinyl facehoofed. "P, how about we just go with—"

Fluttershy opened her mouth wide. "_Ex-cuse, meeeee_!"

Both mares fell on their hindquarters, with Vinyl's lenses cracking at the power of Fluttershy's momentary rage.

Pinkie gave the huffing yellow pony a limp hoof wave. "Hey, Fluttershy. Did you need something?"

Meanwhile, Applejack tossed a few yee-haws in Swift and Rainbow's direction. "Just look at 'em two! They pair up like biscuits and gravy!"

"You're most certainly right," said Rarity. With a downcast sigh, "If only _they_ could see that, Applejack."

Scratching her head, "What are you talking about?"

Eschewing words, Rarity pouted her lips while fluttering her eyelashes.

"Hold yer horses," she replied with a raised eyebrow. "I know we tease her about the mushy stuff, but we all know that she ain't interested in that stuff. Hasn't been since the day I've met her. Why, it's like you suddenly likin' splashing in the mud during a rainstorm. I just can't see it happening."

Rarity quickly dismissed it. "Applejack, even Rainbow Dash won't be able to ignore the allure of romance forever. Of course, Swift might just be a passing fancy."

"A what now?"

"You know, a crush," interjected Spike.

Applejack shook her head. "But they're just dancing together, _to a rock song_. That don't mean anything."

Vinyl came on the air. "Whew! Rainbow and Swift are servin' some hot action! Course, we wanna save some of that for the track, so how about let's…" She did a record scratch. "…slow it down."

With every second, the verve from the speakers turned from a raging inferno to a warm, ocean breeze, enticing ponies in pairing up for the slow, rock ballad. Twilight and Blaze immediately pulled off the floor, as they were more interested in appetizers than embarrassing themselves any further. As for the dancing duo, they had landed back down, but were looking away from each other.

Rarity rubbed Spike's chin. "Come along, Spikey-wikey." She then used her eyes to direct Applejack toward Rainbow and Swift. "Just watch." Her giddiness made her tremble in anticipation. "Something special's going to happen!"

The song was well underway, but the two pegasi stood together amongst the crowd like lost sheep. In fact, one would wonder how Swift's forelocks didn't fall off, given how hard he was rubbing them. Whatever words he came up with fell apart the moment he came up with one. Across from him, Rainbow opened her mouth, only for audible pauses to come out. Part of her wanted to gallop to the sidelines, but the warmth pumping from within draped around her doubts like a blanket on a cold morning. Finding some courage, she turned toward him, pondering on how to make a suggestion that, maybe, just maybe they should give this song a chance.

However, Swift had more immediate concerns; his head was scolding him with persistent throbbing. "Shoot. Guess I really overdid it." His ears folded in. "My bad, Rainbow, but I may have to call it a night."

Disappointment slammed her out of nowhere. She hid it behind a feigned smile. "Oh, okay. Don't wait up on me. I may just party all night, you know."

"Gotcha," he said with a chuckle, quickly stopped by a wince. "Later, then."

While Swift stopped by everypony he knew for quick goodbyes, Rainbow stared at the dance floor, as the music continued soothing the souls around her into tighter embraces. The spectrum of lights flashed everywhere except where she stood, leaving her in the dark. She soon no longer heard the music, only her solitary thoughts.

_This stinks. I was having so much fun with you, Swift. _Rainbow closed her eyes, imaging what could've been; the tingling sensation when her fur touched his, those blue eyes she would get herself lost in, the cheesy lines either had an equal chance of saying, and finally, their muzzles approaching each other as the music reaches its apex, then coming to a record scratching halt.

Her pupils trembled in shock. _Oh, Celestia! Did I just imagine that? _She slapped herself hard, adding more red to her cheeks. _I gotta get out of here!_

She trotted past Rarity and Spike, neither responding other than a frown from the unicorn.

_What terrible timing! I should have put in that song request myself._

Rainbow stopped by Applejack, just as Swift left Sugarcube Corner. The cowpony tipped her hat his way.

"Well, that's a darn shame, Rainbow. You two looked like you were havin' a bushel of fun." Applejack went for the gullet, using a sultry tone. "So tell me. You really wanted to dance with him, didn't ya? Maybe have something _special_ happen?"

Her wings swung open, putting up a defense wall made of tissue paper. "What? No! Friends don't dance to that! It's totally not cool! And what's this _special_ thing supposed to mean? I have no idea what you're talking about! Why do you ask so many silly questions?" She snorted, pointing her muzzle away.

Applejack blinked a few times. She expected a simple no, not a sputtering retort. Now she wondered whether Rarity actually had a point. However, getting a definitive answer from the perturbed mare wasn't wise, so she let her off the hook. "Well, okay, then. Didn't mean to rattle your cage."

Twilight and Blaze came over, unaware of what just transpired.

"An exemplary performance," said the falcon. "I may have to ask my friend for some pointers."

"You two really know how to dance," said Twilight, smiling. "Have you two practiced before or something?"

With Rainbow flailing her hooves, "There's nothing going on!" She stormed to the exit, each hoofstep heavier than the last.

Her hasty departure left the group in silence. When Pinkie and Fluttershy came over, the latter heard Rainbow's distant grumblings, and could only guess on what got her upset.

"Oh, did she not like the song I chose? I'm sorry."

* * *

><p>Five minutes.<p>

For that long, Rainbow stared at her front door. On the other side, she knew a pony was on her couch, but her ears only picked up the light, crisp wind blowing through her mane. Rainbow hoped he was asleep, lest he possibly bring up what happened earlier in the night. Although she shoved her embarrassing thoughts into a jar, the lid was a mere touch from flying off.

With a gentle nudge, she slipped through the door into the dim living room. On her left, in the middle of the three-side sectional sofa, she saw a white blanket with a lump beneath, beside a mountain of soft pillows. However, the subdued snoring that she expected was missing, which she found rather odd.

Against her own wisdom, she whispered, "Psst. You asleep yet?"

An amused, louder voice emerged. "Psst. No."

The sheet flew right off, revealing Swift with an ice bag on his head. He wasn't expecting Rainbow on the floor, gasping for air. "My bad. Did I scare you?"

"Me?" she panted. Rainbow got up, fixed her frazzled mane, and struggled for an excuse. "No. I just… tripped on something." With a cough, she regained composure. "So, why are you still up?"

"Having trouble staying asleep," he said, adjusting the ice bag. "My headache's backing off, so it's not that."

With a sneer, "Aw, you need me to tell you a beddy-bye story so you can go to sleepy-land?"

"Whatever," he replied, not letting the taunt bother him. "You know, I wasn't expecting you this early. Did something happen?"

"No!" she blurted out. Rainbow reigned in her voice. "I mean, no. Nothing. I just, um, felt tired. That's all."

He leaned in closer, with Rainbow's nervous laughter adding to his suspicions. At this point, his eyes grew heavy, making him too weary to play a guessing game.

With a nod, he gave up trying. "Gotcha. Well, Blaze told me before I left, that we should meet up early in the morning. Said something about gathering all our intel, and update our race strategy."

Finally, Rainbow had a reason to leave. "Ok, then. Guess we should both hit the hay. Night!" She bolted toward a nearby spiral staircase.

"Hold up a sec," he said groggily.

The jar cracked, dripping anxiousness all across her body. She hovered back toward him, tapping her hooves together. "Um, yeah?"

"About tonight, how was I out there? I wasn't dragging you down, was I?"

This was her usual opportunity to elevate herself above everypony else, except she couldn't. Just thinking about the dance made her smile grow even wider. "You were great out there." A short pause later, "I just wish it didn't have to end so soon." Immediately, the jar shattered into pieces, and her body's temperature approached that of molten lava. _Darnit. Why did I say that?_

Swift covered himself with the bed sheet. "Yeah, well—" He let out a long yawn. "—I was sorta bummed out too."

Hearing that made her relax, although she was still boiling hot.

"We'll just have more fun tomorrow, right?"

"Huh?" She shook her head repeatedly. "Oh, yeah. Tomorrow."

With that, they said their goodnights, and Rainbow headed to her room. Many things floated about in her mind, the race itself, Gilda, Blaze, her friends, the party, but the most prominent was that svelte, gray stallion. Her eyes closed halfway, as she plopped onto her bed.

_Swift's my friend, isn't he?_

That thought earned her another self-inflicted slap.

_Of course he is! Ugh! I should be thinking on how to pay him back! Think, Rainbow! Think! Think! Think!_


	4. Wingracer Down

**Chapter 4 – Wingracer Down**

Tired, and damn early too.

Rainbow Dash and sunrises had a strained relationship and this Saturday morning was no different. Blaze had chosen an outside coffee stand within Cloudsdale as the meeting place, allowing the sunrays free rein to torture her tender eyes. She only kept them open a sliver so she could reach for her Frappuccino without tipping the contents onto the small square table. On her left sat Swift, not much better off, as his head had trouble staying level. His headache had nagged him all night long, although the area around his eye had returned to a healthy heather gray color, save for what looked like a paper cut.

The falcon had just returned from the booth with his fourth cup of four-sugar coffee, passing by a few other seated patrons, all wearing hats and t-shirts with the _Equestrian Grand Prix_ logo emblazoned on the front. They were mere spectators getting an early start to their day, perfect for the trio to discuss about the competition out in the open. Then again, Blaze had done most of the talking, and his professional tone only had Twilight as a rival for most boring. Already, he'd gone through most of the non-ponies, the falcon's analysis matching what Swift observed the day prior.

After sitting down across from the two ponies, he rattled through the pegasi such as Leeroy Wilkins and Thunderlane. With Derpy Hooves, his comments were short and simple.

"She'll bring out a caution."

Even in Rainbow's drowsy state, she got out a meager chuckle. Swift rocked his head, acknowledging his words.

Blaze scrunched his face, peeved at his joke's lukewarm reception. "At least you're both still with me. Maybe one of you can tell me about these Wonderbolts."

Rainbow's eyes slammed open, the mention of her idols more effective than caffeine. "Oh my gosh! I totally forgot about them!" Accompanied by a fan girl squeal, "I get to be in the same track as them!"

"She's a walking encyclopedia about them," joked Swift. He patted his mouth, muffling his yawn. "Go ahead, and tell us what we need to know."

"With pleasure!"

Out of nowhere, Rainbow pulled out a chart with their pictures, along with detailed racing statistics. Over the next few minutes, she went over the three participating Wonderbolts in excruciating detail, with Blaze asking follow-up questions. For Swift, his tired mind reduced the conversation into a droning, hallucinative noise, adding weight to his eyelids. Soon, he succumbed into a serene darkness, the lights to come on only after what felt like seconds. As his vision grew back into focus, he saw the skies, once devoid of anyone except mail ponies and the elderly, now crowded with not just pegasi, but other flying creatures as well. Many stopped mid-air, gawking or otherwise taking pictures of their immediate surroundings: a fountain spewing sparkling water with a random pegasus wearing armor as the centerpiece, the pristine three-story building with tall archways representing the Cloudsdale Community Center, and further off, a large white screen with fluffy clouds serving as seats in front, all lined up in multiple rows.

Swift pondered what that was. He hadn't seen it the last time he was in Cloudsdale. However, a tap on his side interrupted his thoughts.

"Nice of you to join us, sleepyhead," said Rainbow, giving him a smirk.

Spotting the sun much higher than before, he rubbed his mane. "My bad, guys." He sipped his Frappuccino, still half-full. "Um, I didn't miss much, did I?"

"It's quite all right", replied Blaze. He padded a stack of sheets on front of him, his beak curving upwards. "While you rested, Rainbow provided me valuable information on the Wonderbolts, and a few other racers." The falcon then dumped a thick book on the table, tipping over the half-dozen empty cups him and Rainbow consumed during the stallion's slumber. "Last night, I stopped by Twilight Sparkle's library, and she assisted me in providing me some reference material. With our combined knowledge, I came up with this."

Blaze pulled out a chart, with drawings of competitor's faces along with a table filled with individual letters, each denoting how well they are in categories such as speed, acceleration, top speed, and agility.

"These are just preliminary estimates…" Blaze took out a stick, so he could point at the row with his name. "…but it provides a visual aid in how well we compare to all the others. For example, I placed a low grade for my agility, and—"

"Hey!" Rainbow pointed at Gilda's statistics with narrowing eyes. "What's the big deal?" She glanced at her own grades. "You're telling me our top speed's the same? What about my Sonic Rainboom? Doesn't' that count for anything?"

Blaze struck his stick at Rainbow's A+ mark. "From what you told me, your Rainboom is a vertical maneuver. That won't help you for this race, so that does not factor into this chart." He got a face full of a glaring Rainbow Dash.

"Cool your jets, Rainbow", Swift calmly replied. Spotting a marker, he leaned across the table, and added another plus. "Better?" he mumbled through the utensil.

She backed off, crossing her hooves in smug satisfaction. "_Much _better."

"Very well then," said the conceding falcon. "As I said, this is only an aid. I do believe we should all participate in the practice race today for more accurate information."

Rainbow agreed with a nod, although Swift's hoof wanted to go up, doubting his friend's wisdom. Out of respect, he kept it down.

"However, based on what we gathered so far, the ones most likely to earn pole for qualifying will likely be either Rainbow Dash—"

"Heh, yeah," she cheered, raising her fourth Frappuccino serving in the air.

"—Fleetfoot, or Gilda."

"Bummer," replied Swift. "What about Gecks?"

Blaze shook his head. "Probably near the front, I'm afraid. Therefore, we must all do our best in earning a top starting spot. That way, we can work together early in the race tomorrow, and keep those two apart."

Swift folded in his ears, a twinge of pain reverberating through his head. "Well, that's sounds wicked, but I just hope the doc will even let me qualify."

Between sips, Rainbow gave him a shoulder bump. "Don't worry about it. I'm sure they'll clear you."

* * *

><p>Spectators flowed in and out of the Speedway's entrances, wide openings at regular intervals on the backside of the grandstands. Within, a wide corridor allowed flyers the room to stop by the food and beverage stands, use the facilities, or continue through some arches into the seating areas. With only the two practice races scheduled for the day, attendance was less than half-capacity.<p>

On the track's platform, all the competitors had gathered, waiting for the track announcer to call their number. When they heard it, the racer went onto the track, ran two complete laps, and then came back in, waiting for the track ponies to place their numbers in the right position on the scoring pylon. As Blaze began his run, Rainbow kicked some of the platform's surface off.

"I still can't believe you can't go out there," she grumbled.

Standing beside her, Swift paid more attention to his falcon friend accelerating down the track. "I know, it's a huge bummer, but the doc said he's not letting me on track today only as a precaution. At least I'm good for the main race."

"Yeah, yeah," she muttered, taking little solace. "It's just that I brought you all the way here, and you haven't even had ten minutes on the track, _and _you'll be starting in the back."

"I'll catch up, somehow."

Rainbow could hear the doubt in his voice, adding to her own. Being at the rear meant an uphill struggle in reaching the front, meaning more chances for getting into racing battles, and the risk that he could get caught up in someone else's mess. As Blaze roared past, starting his first flying lap, she sensed guilt crawling back in against her will, only for a gray hoof to poke her.

"No worries, alright," he said, giving her a wink. "Besides, somepony's gotta save your flank out there. Can't do that if I get taken out, right?"

Her worries eroded into nothingness. If anything, she found his chivalry somewhat charming, although Rainbow refused admitting that openly, opting for a playful shove. "Hey, what do you mean _saving my flank_? You saw the chart. You're weaker than more than half the competition. If anything, I'll be saving your flank the next time around. No, no. I don't need your thanks. You're quite welcome."

"Whatever," he said, brushing off the boast.

"But seriously, I still owe you one. Just give me a little more time, okay?"

Swift hoped she would've dropped it, or simply forgotten about the favor by now. Refusing delivery was not an option. "Gotcha," he replied.

Blaze finally exited the last corner, and began the long journey down the front stretch. Their ears twitched in anticipation for Chicane's calling out the falcon's time.

"Forty-one point seventy-two. Certainly not what I was expecting, folks. That's only good enough for tenth right now. He's going for a second lap, but we haven't seen many improving on their time."

"Tenth?" Rainbow stuck out her tongue for a quick raspberry. "Hey, Swift? I thought your friend was fast! What's the deal?"

He watched enough of the falcon's races back at Junior Speedsters to know what usually happened. "It's all good. Just give him time." Swift paused a few seconds, and then returned to an earlier subject. "By the way, Rainbow, you could've paid for my drinks this morning and called it even."

"Yeah, I could have," she replied, matching his slyness ",but that wouldn't quite be enough." A light bulb came on, making her gasp. "I got it! We should hang out tonight! Whatever you want to do! My treat!"

"That's—" Within, he checked with his mind for approval. It was instantaneous. "That's a wicked idea!" They smacked hooves. "I'll let ya choose where we should go. You know, so it's still a surprise."

"Deal!"

Both turned their heads, catching a glimpse of the speedy falcon taking the checkered flag. It took a moment before the PA system crackled alive.

"Forty seventy-one! Move that falcon to P1! That bumps Soarin and Spitfire down to second and third."

The workers at the pylon placed number seventeen at the top, while bumping the numbers seven and twenty-one down a spot.

"Next up, number thirteen. Rainbow Dash!"

"Oh, that's _pretty_ good," said Rainbow while stretching her wings. "But I can do that time in my sleep. Gotta dash!"

Swift told her good luck, as she trotted to the platform's edge where a track official held a paddle reading _Stop._ Suddenly, his gray coat grew much colder, and his ears shuddered, picking up an oily sound approaching from behind. There was no need for a shoulder check; he knew exactly who was behind him. Only Royal Guards posted around the perimeter kept him from moving without hesitation.

"Gecks," he said flatly.

The striped lizard paced around him on all four legs. "I see you still remember me, Swift," he said with a slither.

"Unfortunately."

"So, Gilda was right about your name. Such a shame. I suppose I won't get any more entertainment out of that."

"What do you want?"

"Why so suspicious?" The black slits in his eyes flickered randomly. "It's not like I'm still upset that you beat my agility record back in Junior Speedsters."

Swift focused on the track official flip the paddle around to _Go_, allowing Rainbow access onto the course. "You know I did that _only_ because you cheated during your run, Gecks."

The reptile's frills opened wide, as did his mouth, exposing his dripping fangs. Swift could almost taste the foul venom, making him wretch in disgust. Gecks gave him a reprieve, closing his jaw with a smile that not even a mother would love. "Ancient history, Swift. I just wanted to give my… _salutations_, and to offer a proposal.

"A proposal?" he said, raising a skeptical eyebrow.

"Yes, the same one that Gilda offered to that mare earlier. It would be—" His tongue wiggled for a few seconds. "—advantageous having a pony with your skills join us. In fact, you would be a great personal asset to me if Gilda, let's say, makes an unfortunate decision on the track. I can make it worth your while."

"Forget it, Gecks," he said with a firm tone. "I won't be your puppet to whatever plans you have."

Gecks sat on his haunches. "Now, now. How can you make that assumption about a fellow Junior Speedster? Absolutely, I've made my share of mistakes but everyone does from time to time. Allow me to show you that I've changed my colors."

"No way," Swift answered right away.

He spotted the approaching Blaze, prompting him to extend his delta wings. "I suggest you reconsider, friend. The offer, I will leave it open."

"Friend?" Swift muttered to himself, as Gecks glided away. With a snort, he rolled his eyes in the direction of the retreating reptile.

Blaze observed Gecks disappearing into the surrounding crowds with great suspicion. "What did that lizard want with you?"

"Wants me to join him. He's probably just playing mind games or something."

Burning Chicane came back on, the passion in his voice matched by the cheering spectators. "Thirty nine point ninety-one! And Rainbow Dash's so confident about that time, she's slowing down on her second flier to celebrate."

Blaze's beak hung open, his belief that skipping the second attempt was a mistake destroyed by her scorching lap time. "It appears I may have underestimated her speed after all."

"Yeah, you might have," Swift chuckled back.

Meanwhile, Rainbow basked in the glory, raising both her hooves in the air, spinning around to kick up cloud dust, and signing a few autographs for the younger members in the stands. At the top of the Turn 4 grandstands was her personal cheering section, all her friends from Ponyville, each safe from the ground far below via the cloud walking spell. The caster, Twilight, did not join her companions in their hollering. Rather, she dove right into criticism.

"Why is she celebrating already?" She rolled open a list containing all the qualifiers, and checked off Rainbow's name with her quill. "There's still half the field to go."

However, as qualifying continued, Rainbow's number remained affixed on the pylon's top, even as a few collapsed right after taking the checkers, putting every iota of energy in their efforts. Gecks eventually timed in two positions behind the falcon, resulting in hoof fives all around. When a faded yellow goose thundered by Twilight's section, she rose up, running calculations on her head. That bird was on a pole run, she thought. She readied her lecture about overconfidence, just in case.

"Hermes Goossens' time is—" Chicane paused intentionally. "—forty eleven! P2! Rainbow Dash still holds first. Blazious Peregrine is third, followed by Wolfmacher, and Gecks Lizaurus!"

On the platform, Rainbow's teeth ceased their chattering. "Whew! That was _too _close!"

"Two more competitors left. We'll see if number six, Gilda, has anything for the pegasus."

The crowds parted open, allowing the griffon a clear path to the starting point. Nonetheless, she stopped halfway, turning toward Rainbow. "Thirty nine ninety-one? Is that all you got, Crash? Looks like I'll have to take you back to school on what _real_ speed looks like."

"Dream on!" she shouted back.

After Gilda took off, Rainbow did a few exercises, bending her back, stretching her hooves, and wriggling her wings. Soon, she transitioned into poses, not even batting an eye when Gilda started her flying lap.

"Uh, what are you doing?" Swift said, tilting his head.

"Just getting ready for the photographers." She dusted off her shoulder. "And the Wonderbolts." Rainbow glanced across the platform where Spitfire and Soarin had their horde of reporters around them. "Yep. I just gotta wait a little longer. Then I can waltz right over there, get some pictures taken, talk about my amazing time, maybe get an invitation to join the team—"

"I think we went over that before. That's not how you get in."

"And the pole's not guaranteed yet," interjected Blaze. "We still have—"

"—Gilda and Fleetfoot. Yeah, yeah. Not that Fleetfoot's slow, but I have a teensy bit more speed than her. And Gilda? Heh! She's _never _been ahead of me in qualifying." The griffon crossed the line, unbeknownst to the boasting mare. "There's no way that's changing now."

"She's done it!" announced Chicane. "Thirty nine eighty-eight! Gilda snatches the pole away!"

"It can't be! That's impossible!"

Rainbow ran until the platform's roof no longer obscured the scoring pylon's top. The stark truth sapped the strength from her hooves, making her fall backwards. For a few seconds, all she could do is babble uncontrollably, her mind having trouble processing what just happened. Broadcasts for Fleetfoot hitting the track went in one ear and right out the other. Finally, she slipped back into sanity.

"Is this some kind of sick joke?" she mumbled. "I–I lost?"

Blaze's towering shadow covered her. "Just the battle. We have many miles to go."

Swift stretched out his hoof, hoping she would take it. Instead, she pushed herself upright, and ran her hoof through her disheveled mane. Angry mumbling came out of her mouth, which intensified with Gilda's arrival. Rainbow shot daggers through her eyes, but they bounced off the griffon's stout chest.

"Ah, that's too bad, Crash," she said with pompous flair. "Maybe you should quit while you're behind. After all," She ran her claw through her bangs. ",this is _the one and only Gilda_ we're talking about."

Rainbow wanted nothing more than to erase that smug smile from the griffon's beak, but she had nothing in her arsenal. With a huff, she turned her head away with a weak "Whatever", prompting cackles from Gilda.

"You should not be so confident," Blaze calmly replied. "Fleetfoot could still—"

"Yeah, right, Featherbrain," Gilda interrupted. "Like an awesome griffon such as myself would lose to some lame-o Wonderbolt pony!" She resumed her laughing just as Chicane came back on the air.

"I can't believe it! Fleetfoot with a thirty-nine eighty-four! A round of applause for the Equestrian Grand Prix's pole sitter!"

Gilda and Blaze's beak came unhinged. Rainbow licked her chops, ready with some choice words for the griffon, but Swift, with a cheeky, innocent grin, beat her to the punch.

"Ah, that's too bad, Gilda. Maybe _you_ should quit while you're behind. After all, that is _the one and only Fleetfoot_ we're talking about."

She hovered in the air, clenching her claws. "You… you…" Rainbow's and Blaze's snickers made her tremble. "Ugh! Whatever! This scene's getting old! None of you will be laughing tomorrow!" She came within an inch of Swift's muzzle. "Especially you, scrawny!" Gilda stormed off into a corridor alongside Gecks.

He was more confused than upset at his derisive nickname. _Scrawny? I'm not that scrawny. _Swift then felt a hoof wrapping around his neck, and pulling him right next to plentiful multi-colored mane smelling of rich citrus. He immediately found the aroma relaxing.

"Pretty nice taunt," said Rainbow, patting his head. She then let him go. "But you came off _too_ nice, so I can only give you a C." Her mood then soured, catching Fleetfoot joining up with her teammates. "Well, at least it's a Wonderbolt that won the pole. So much for my icebreaker. Huh?"

Rainbow's heart fluttered, watching her idols walking in unison toward her. She questioned herself whether this was a dream, but a self-imposed face slap later gave her the answer. The Wonderbolts' leader, Spitfire, was now standing right in front of her, flanked by Soarin' and the white-maned Fleetfoot.

The pole sitter reached her hoof out. "I just wanted to introduce myself, Rainbow, and to wish you good luck. I've heard you're a really fast racer."

Swift gave his friend a small nudge, getting the star-struck Rainbow out of her mind freeze. "Oh!" Light bulbs went crazy as Rainbow gave Fleetfoot a firm hoof shake. "Thanks! Coming from you, that means a lot!"

"Not a bad lap there, Rainbow," Spitfire chimed in, giving her a friendly chest jab. "Just don't expect Soarin' and I to stay behind you for long."

Feeling more comfortable, Rainbow returned the gesture. "You may be my idols, but I won't go easy on you guys out there! I came here to win!"

"Pretty gutsy words. I like it. Just keep it clean on the track, kid. So, I'm assuming these two are your teammates?"

"You could say that," Rainbow beamed.

"Blazious Artemus Peregrine, or Blaze for short," said the falcon, giving the Wonderbolts a bow.

The gray stallion waved at the group. "Swift Flying, but some call me Fly."

All this time, Soarin' had remained silent, rubbing his chin in contemplation. When he heard the young stallion's name, his wings sprang open in joy. "Cousin Swiffy!" He reached out and squeezed Swift like a rag doll.

"Swiffy?" Spitfire chuckled.

"C_ousin_?" exclaimed Rainbow, nearly falling over sideways.

Swift panted out nonsensical noise which weakened by the second. When Soarin' noticed his supposed relative turning pale, he let him drop onto the platform. "Oops. Sorry, cuz."

"N–no worries," he wheezed. "J–jog my memory, wontcha?"

Soarin' helped Swift up. "We only met once, at the big family reunion. You were just a little colt then."

Swift gave him a blank stare. He did remember a get-together at a cloud mansion with a massive backyard adorned with flowing fountains. Ponies were everywhere; most with faces he could no longer visualize. "Uh, which one were you, exactly?"

After a long pause, Soarin' face turned beet red. "I was part of the pie eating contest. You sat next to me."

A ding rang inside Swift's mind, recalling a larger powder blue colt burying his muzzle into the baked crust, spilling apple chunks all over the contestants. "Oh, you were _that _pony. You even ate some of my pies." He snorted a laugh, as did Soarin's teammates.

"That sounds just like him, all right," said Spitfire, giving Soarin' a poke on his gut. "Well, we gotta get going, but it was nice talking to you three."

The Wonderbolts waved goodbye to the trio as they walked away, with the media following them like dogs on meat.

"Quite amenable ponies," remarked Blaze.

Swift continued chuckling at his departing cousin, who gave him a dorky grin in return. "Small world, after all."

Once they disappeared, Rainbow let out a shrill. "Oh my gosh! Swift!" She rattled his friend around. "Why didn't you tell me Soarin's your cousin? You know how totally cool that is?" Increasing her pitch, "I know somepony's that's a Wonderbolt's cousin!"

"Well, actually…" Swift had something to reveal, but staring in her jubilant, magenta eyes stung his heart. "…he's more of a… _third_ cousin." A family chart then popped up in his head, throwing him in a loop. "…or was it fourth? Third cousin, first removed?"

She released her grip on him, wondering what to make of the new facts. Eventually, Rainbow shrugged off the technicality. "Well, close enough! You gotta tell me more about Soarin' when we hang out tonight!"

"Huh?" squawked Blaze.

"Oh, yeah. You weren't here. I'm taking him out tonight, on my bits no less. It's the least I can do for what he did yesterday."

He stood quietly for a few seconds, moving his head between the mare and the stallion. Finally, the corners of his beak moved up. "Ah, well, I dare not interfere, then."

"It's not you can't join us, Blaze," she nonchalantly replied. "You just gotta pay for your stuff, that's all."

"That's quite all right. I prefer resting early for the big race tomorrow" His wing covered his chest. "Besides, something tells me this evening for you two will be quite… memorable."

The two looked at each other, puzzled at his words. In their minds, hanging out meant just that. There was nothing that memorable about it.

* * *

><p>At the Turn 4 grandstand's top row, Swift had just finished the events that occurred earlier in the day. Without much fanfare, the first practice race field entered the track, ready for forty laps. However, all attention remained on the stallion, fixated on one subject.<p>

"You're telling me _she's_ paying?" said Applejack in sheer disbelief, crowding his face.

Swift leaned away. "Well, yeah. Is there a problem with that?"

The cowpony pulled back, her head tilting sideways, enough that she nudged her Stetson to keep it on her head. "Go-lee. I'm not sure she'd ever offered _that_ to anypony before. Well, she better not be fibbin' to ya, or I'm gonna have a word with her tomorra."

"Oh, I'm sure she's telling the truth," replied Fluttershy. "I think what's she doing for you is really…" She beamed at Swift, with imaginary sparkles all around her. "…nice."

"Well, I hope you two have a pleasant evening," said Rarity. "Now, you be a good gentlecolt, won't you, dear?" Immediately, she bit her lip, stifling a squeal.

Pinkie removed her head from a nacho plate. "I'm sure you'll have a totally fun time. I mean, when I hang out with Rainbow Dash…" She slurped up some dripping cheese from the roof of her mouth. "…I always have fun, but since you're a _really _good friend, it will only make it uber, super, duber, goober, special fun!"

"Eh?" Swift sensed the mares were hinting at something, only he wasn't sure what. Twilight was on the same boat.

"Girls? Why are you acting so strangely? Am I missing something?"

Spike gestured the unicorn to come closer. "They're going on a date," he whispered in her ear.

"A date?" Twilight said aloud.

"A _what_?" yelled Swift.

He twirled from his seat to face them, except that was a bad idea for a pony whose mind had gone bonkers. Losing his balance, he fell into the next, empty row of blue bleachers, landing face-up. A few touches of his forehead gave him relief, as did wriggling his body for any injuries, finding none. With his face hotter than the sun, Swift moved his head up at a snail's pace, catching everypony staring down Twilight like a parent glaring at a child who broke something expensive. The unicorn muttered a genuine sorry before they all detected his presence. He hovered to their level, moving his hooves around in a swiping motion.

"How in Equestria d–do all of you think that… I mean, she, she doesn't like mushy stuff, and, and I don't either. So, so, that's why w–we get along!" He swiped some sweat off his brow. "It's just two friends hanging out! How is that a d–d–d _that?_"

Everypony turned to Rarity, the group's official spokespony, at least in this matter. Given what she heard, plus being a distant witness of Rainbow's reaction last night, she now believed they've all overplayed their hoof, badly. The white unicorn cleared her throat. "Well, we do apologize if we were being _overly_ presumptuous, but it's not customary for Rainbow to be quite generous toward anypony. We can only speculate based on what we know, and unfortunately, that's not a whole lot. If you two claim you are only friends, then we should respect that."

The nods from everypony soothed his nerves, although that did nothing in getting the word _date_ of out his head. Still, he laughed off the moment, albeit weakly, as he took a seat beside the small dragon. "Well, no worries. It's not like I've haven't had that confusion come up before."

"Before?" said Spike, puzzled.

"My friends at Brayside." He then mumbled, "They did the same thing when I brought up Rainbow over there."

Sensing the stallion's trepidation, Twilight changed the subject. "Hey, about your friends? You couldn't get any of them to come?"

He looked off in the distance at the hazy, brown mountains. "One's sick, another's afraid of heights, and my pegasus friend—" He winced with a sheepish grin. "—she's helping others fight off a pesky Leviathan. She ragged on me for leaving that up to her, but—"

"A Leviathan?" exclaimed Twilight, her eyes glittering with fascination. "Really?"

Rarity shoved the bookworm aside. "_She?" _With a deep breath, she calmed herself down for her impromptu test. "Pardon me if I embarrass you again, Swift, but about that pegasus you've just mentioned? Well, how should I put this delicately?"

"She's just a friend, Rarity," he said with a confident nod. "Actually, she's the closest pony I have to a sister." With a mutter, "A pesky sister."

"Oh. I see." She settled back in her seat, taking out a pair of furry earmuffs from a white saddlebag, sharing one with Fluttershy. As Twilight badgered the grey stallion about the sea monster, she made her assessment within her head. _Well, that was quite a different reaction. _

Nearby megaphones vibrated, broadcasting Burning Chicane's lively voice. "Welcome, race fans, to practice race number one of two! We've split the field by starting order, with the odd numbered qualifiers going first!"

Chicane jabbered about racing rules, the starting lineup, and how the Wonderbolts decided in playing it safe by skipping the day's events altogether. That explained Rainbow and Blaze being in row one, with many more lined up behind them in two columns. Swift felt a lump in his throat, spotting Gecks in row two beside another griffon. He recalled his name from Blaze's chart, Sir Lionheart, a flier a notch below Gilda's skills, but according to his falcon friend, he was a clean racer. Further behind, according to his count, was at least half a dozen winged wolves having a supposed civil conversation amongst them, with a few looking in Gecks' direction.

_That doesn't look right, does it?_

With a shrug, he joined the others in cheering the pegasus-falcon duo. Spike already was playing photographer, snapping shots with a sleek, black camera. From the viewfinder, he aimed at the flagpony, waiting until he waved the green flag. With a click, Spike captured the start, and with a few more presses, the fliers increasingly became a mere blur until they disappeared around the Cloudiseum. Only the announcer could weave together a picture for the audience.

"Rainbow and Blaze quickly line up, and Gecks falls behind Lionheart to fourth. It appears that… yes! Incredibly, the wolves are lining up single-file behind the flying lizard, leaving Lionheart in the dust! He finally pairs up with the pelican, Steve McPecks, but they have some catching up to do!"

Using his hoof to shield his eyes from the noon sun, Swift glinted slightly left. From his vantage point, the pillars marking the inside track boundary were just short enough for a clear view of the backstretch tunnel's exit. To his dismay, Gecks came out first with his supposed new partners on his friends' outside. Yet, as the pack reached the mid-corner cloud hoop, Rainbow and Blaze hit another gear, taking the fight back to their challengers. The crowds cheered on their favorites, except for poor Fluttershy, the shrill sound of raw wingpower spooking her into hiding below the bleachers. Rarity had a different take on the sound.

"Such a loud, dreadful noise!" she whined. "I can't even hear myself talk!"

Applejack had a different problem, as she fanned herself with her hat. "Consarn it! Why did they have to schedule such warm days for _this_ weekend?" Spotting a pegasus carrying a lemonade tray a few rows down, she flailed her hooves for attention. "Hey! How much for one of 'em drinks?"

"That'll be nine bits!" replied the approaching concessioner.

"Nine bits?" A huff came from her muzzle. _I knew I should've set up an apple juice stand! _It might've been highway robbery, but with her parched tongue begging for a drink, she departed with her money in exchange for a cup she found too small. She took small, judicious sips while grumbling about all the excessive ice. Pinkie, however, had no reservations, buying her own drink, opening up the lid, and dumping all the contents into her gaping mouth.

Meanwhile, Fluttershy had finally mustered the courage to slink out of her hiding place. She caught a glimpse of the pack's rear entering Turn 1.

"How's Rainbow and Blaze doing?" she asked Swift. "Are they safe?"

The stallion was already hovering a few feet above the stands, although the Cloudiseum blocked his view between the first turn and the tunnel's exit. If Royal Guards weren't posted in every other aisle enforcing a maximum flying level, he'd gone even higher. Resigned, he sat back down, giving Fluttershy a wink. "All good so far."

Within, however, something continually badgered him, enough that after the field flew by three more times, he poked Twilight, who was busy fidgeting with camera settings for Spike. "Hey, what do you know about winged wolves? Is it unusual to see them flying together? I didn't see that yesterday."

"Not really," she replied, levitating the device back to the dragon, who resumed his newfound hobby. "They usually work in a pack, just like we're seeing now. However, they're also quite aggressive, and without a strong leader, they sometimes will fight amongst each other to establish dominance."

His head turned toward Turn 3, spotting that Gecks had gotten nearly all the wolves in front of Rainbow and Blaze. They might've been going at incredible speeds, but not fast enough for him to miss a few signs of bumping between them. A hornet's nest was brewing, he thought. When the group came around again, his worries amplified. Behind Gecks was now a scattered mess, with two wolves scraping wings while others of their kind keeping watch. Rainbow was weaving between them with great difficulty, while Blaze lagged a few feet behind. All of Rainbow's friends egged her on to continue the fight forward, but Swift's cheer fell far short. At that point, Twilight finally understood why he asked the question. When the field entered the first corner, she faced him with a reassuring smile.

"I'm sure everything will be fine. What's the worst that could happen?"

Chicane's voice blared, "Big crash, Turn Two! Several racers involved!"

An audible gasp echoed through the whole complex. Immediately, yellow flags waved across the tracks.

"A big plume of dust! I can't see a thing, but apparently, a few wolves up front got together, and they went flying all over the place, destroying a cloud hoop!"

Rainbow's friends galloped across the grandstands, avoiding rows with seated patrons, until they could see around the Cloudiseum. Their efforts were in vain, the tunnel obscuring the track before it, so they could only wait for the fortunate that made it through. First came out Gecks, his head nodding in a sinister fashion. A few seconds later, a few wolves emerged, having a growling war. Then, a larger group exited, mainly bats, owls, and flying squirrels.

"Weren't those racers near the back?" Spike asked.

"Great Galloping Galoshes!" Applejack placed a gentle hoof on her shuddering jaw. "Does that mean Rainbow and that falcon fella got caught up in that accident?"

The gossip spread like wildfire, and Chicane only fanned it further with some updates.

"Now I can see about four or five still at the site. It's hard seeing from a distance, but I believe there's… two wolves, one of the falcons, a griffon, and a pegasus. Don't worry, folks. We got medical ponies on the way."

An unsettling chill crawled down everypony's spine, with whatever optimism was left evaporating into the warm, spring air. Swift's wings pleaded to take him onto the track, but his mind said no, knowing such an action would get him kicked out. All he could do is wait alongside the others, staring into the black abyss that was the tunnel, holding their breaths for whatever came out.

Pinkie was the first to spot a colorful mane emerging from the darkness. She bounced in the air, proclaiming, "She's okay!", only to stop when she saw Rainbow holding up Blaze on one end, and a griffon supporting the falcon on the other side. Bruises were clear as day along his right wing, the pain associated with it written all over his disheartened, violet eyes.

Without a word, Swift blasted off toward the competitor's entrance to the Cloudiseum near the backstretch tunnel, hoping he'd reach the medical room to see his injured friend. All of Rainbow's friends could do nothing but sit tight, and cross their hooves.

* * *

><p>Learning something new, it was Twilight Sparkle's favorite activity, other than spending time with Princess Celestia. She was sitting beside Blaze in the Turn Four grandstands with everypony else. The second practice race was already underway, but rather than watch, the unicorn was more interested about the sheer strength of a falcon's feathered appendage.<p>

"That is amazing!" she remarked. "I don't think a pegasus wing could take even half that level of stress!"

"I am glad I was able to convince somepony of that," Blaze beamed. He shook his head, squawking, "The same cannot be said with the race doctors." He wriggled his bandaged wing. "This would be adequately mended by tomorrow morning, and yet, they said it was too _unsafe_ for me to race. Humph! If they were so concerned about safety, they should've addressed those pillars."

He thought back to an hour ago when he was between the first and second turn. One wolf slammed the other hard enough to send him spinning right into his path. He veered upwards, but it was too late. The impact spun him around, and into the columns, compressing his wing like an accordion. With all he could muster, Blaze nudged himself off, only to find himself right in the middle of race traffic. Fortunately, they all flew around him without incident, but with only one working wing, he wobbled downwards toward the track's bottom cloud layer. Blaze skimmed the surface before finally stopping a few feet short of the tunnel. From then on, he waited for medical attention, but to his surprise, Rainbow Dash landed in front of him, followed by Sir Lionheart. Their bodies, other than the typical grime collected while flying down a congested track, were pristine. Both not only surrendered their positions, but also took him all the way into the medical room inside the Cloudiseum. Lionheart stepped outside to reporters; giving him the soapbox to point out that the tall, white columns had no padding, causing unnecessary injuries.

Blaze already gave thanks to both of them, but did so again with Rainbow, sitting on his right.

"No problem," she said, raising her muzzle proudly. "You might be somewhat of a stiff—"

The falcon let out an annoyed screech.

"—but I don't leave my friends hanging." She winked at Swift, who was next to her. "Right?"

"Yeah," he responded weakly. "Hey, Blaze? I wish I could've—"

He silenced him with a headshake. "Earlier, you barely saved your friend, and not without consequence. Even if you had been on track, you lacked the strength to alter my course. Besides, I may have erred by participating in this practice race." His memory flashed back Gecks' sinister grin as he entered the tunnel, making his eyes close halfway. "That lizard knew something like this could happen."

_*** Start Flashback***_

Rainbow, Swift, and Blaze had just left the medical room when they heard an authoritative voice accompanied by some weak whimpers. They soon found a stout, orange wolf posturing over two, cowering mutts. When the dominant wolf noticed the trio, he took a wide defensive stance.

"If you've come for retribution, do not waste your time," the wolf snarled. "I will punish them myself." He growled at his underlyings who scurried down the hallway with tails between their legs.

"That is not our intention," the falcon answered calmly. "We just wanted to inquire what exactly transpired on the track, mister—"

He thumped his chest once. "Fangs Wolfmacher, leader of the Flying Wolf Squadron, but you shall call me Wolfmacher if you want to leave here uninjured."

"Duly noted," said Blaze.

"I must apologize for my squadron's behavior. Discipline has been an issue ever since my home country tasked me in leading the squadron to victory. With Gecks and Gilda interfering in my affairs, and the fact I had an even starting position—"

Rainbow stomped her hooves. "That sneaky lizard must have swayed them somehow!"

Sharp teeth protruded from Wolfmacher's mouth. "Yes. Trying to develop a little sub-group but with my kind, the struggle for dominance can be fierce. With enough time—"

"—it spills out in the open," finished Swift.

Wolfmacher snarled even louder, his blood red eyes narrowing. With a huff, he extinguished his raging fire within. "Ja, young stallion. Those that started it, I assure you their days in the squadron are over." He turned to Blaze. "I hope this incident does not hurt falcon-wolf relations." He extended a firm paw.

Blaze accepted with his good wing. "Of course not. Will you be taking part in the practice race?"

"Nein," he responded. "I must work in getting the squad into shape by tomorrow. I shall warn you, though. My wolves _will_ be in top form by then, and we will race you the way you race us. That is all."

Wolfmacher gave a final chest bump before marching down the hallway.

_*** End Flashback ***_

"Damn right," exclaimed Rainbow, pounding her hooves together. "That lizard's nothing but a no good coward! Well, too bad for him I made it through."

Twilight frowned. "Yes, but now with Blaze out, and Swift starting in the rear, your odds of winning aren't looking too good."

"Especially with Gilda's leading every lap," said Applejack, pointing at the approaching field. "She's been slamming into anyone trying to take the lead! That ain't fair at all!"

Pinkie stood on her hind hooves. "You meany pants!" After a big inhale, she ripped out a long, drawn-out boo. Other spectators joined in, catching the announcer's attention.

"Sounds like Gilda has earned some detractors out there, but that's not slowing her down, though. She's pulling away from Hermes Goossens in second! White flag is out!"

With a grumble, Rainbow stared downward with pouty lips, unwilling to watch the final lap unfold. However, she didn't need Burning Chicane to tell her who won. The long jeering gave it away, although her mouth curled up slightly at the sheer length of it. Winning was important, of course, but so was getting the fan's adoration, she thought. When she moved her head back up, however, Rainbow could tell Gilda didn't share that mantra. In fact, she bathed in her villain status, raising her claws in victory, and shouting what Rainbow could only assume to be heaps of self-praise. The griffon failed in noticing her, but Rainbow delivered a long, wet raspberry anyways.

"Hey! Don't get so confident, Gilda!" she bellowed. "I'll be the one taking the checkers," She then got side slammed by uncertainty, "somehow." Rainbow turned to Swift. "Got any ideas?"

Blaze sat up from his seat, and began pacing back and forth. "Rainbow? Fly? I may be out of the race, but I'd still like to see either of you take the victory. However, with what I've seen, I believe that will require some," He stopped, narrowing his eyes, "_specialized_ training."

"_Specialized_ training?" Rainbow sat up, and did a hoof pump. "That sounds awesome! We'll do it!"

Swift bit his lip, the words _specialized _making it sound like as though he'd be undergoing a regimen more befitting for a Royal Guard. "Um, I don't like the sound of that," he said, shaking his head.

"Relax, Swift. What's the worst that could happen?"

He gingerly tapped his forehead, causing mild soreness. "A lot," he sputtered.


	5. Training from Blaze

**Chapter 5 – Training from Blaze**

Mattresses, water balloons, a portable vacuum cleaner, pillows, a small fan with attached gauge, a larger fan at least twice a pony's height, fog clouds, regular clouds, the party cannon, and a masseuse table, all items out of place at Ponyville's track and field. Yet, they were all there at Blaze's request and in prompt time. Pinkie had most of these items stashed inside tree trunks for reasons Swift found perplexing.

"In case of _what _emergency?" he said, tilting his head. "Gotcha, I think."

Twilight placed the small fan by the track. "Ahem! This, fillies and gentlecolts." She noticed Blaze's deliberate coughing, "And falcon—"

"And dragon," Spike added.

The bookworm shot a half-eyed glare at her assistant. "This is an anemometer. It's—"

"We don't have time for one of your boring lectures," Rainbow groused while pointing at the afternoon sun. "Just get to the point!"

"Ugh! Fine." She tossed her long, technical explanation in her internal recycle bin. "Basically, it measures your wing power, which we'll use as a rough gauge of your progress. All you have to do is go at full speed from the starting line and pass by the anemometer."

Rainbow started hovering. "So, does that mean if I have more"— Her hooves did an air quote. –"_wing power_ than Swift, does that mean I'm a better flier than him?"

Twilight rubbed her jaw. "Well, I suppose you could say that, but there are many other factors than just—"

"Got it!" Giving Swift a sly smile, "Let me set the bar for ya."

She zipped all the way to a white line painted across the track lanes. After a few wing stretches, she licked her chops, ready to confirm her status as the best flyer in Equestria.

"Let's do this!"

Raising her hindquarter, she went full throttle, but kept her front hooves planted for an instant. Then, she rocketed down the lane, leaving a rainbow streak in her turbulent wake. After she passed by her friends, the accompanying gust grabbed onto everyone's cheeks and pulled them all the way back. Fluttershy lost grip with the ground, but Applejack's hoof saved her from mimicking tumbleweed. When Rainbow returned, Twilight whipped her head until her manestyle returned to its conservative shape.

"Fifteen point four wingpower!" the unicorn proclaimed with a raised hoof.

"So, how great was that?" Rainbow said with a wide grin.

Twilight shrugged. "A great number but of course, everything's relative."

Swift glided toward the start line, while Rainbow kept a judicious eye on him. If there was a habit he had that grated her, it was Swift holding back his true potential. In the impromptu training sessions they held last week above the Stallihorn Mountains, she continually pestered him how wrong that was to the point that they made an agreement. Instead of using words, she should signal not to slack off with a muzzle tap, and she did so as he landed on the starting line. He responded with a nod.

Leaning forwards, Rainbow watched her friend go through the same motions she did, but instead of getting his wings moving, Swift raised them skywards, and held them there. When his appendages swooped down, it shoved the air with enough force that it scraped off the surrounding grass. As the slender stallion rocketed down the track, a visible airwave trailed him, but it soon disappeared, leaving only light and medium blue streaks. Once the stallion made it past everyone, the sound he created was not quite like Rainbow's, a high-pitched whine dripping with raw power. It was a touch softer, with a faint gurgle. Again, they all got an unwanted new hairdo.

Twilight read the gauge, only she found the result a little surprising considering Swift's unintentional mowing job at the starting line. "Fourteen flat? Well, okay, I guess that's what it is. Did you get those times, Spike?"

The dragon held up a clipboard with half the sheets torn off. "Not exactly. I'll need some—"

Pinkie already had clean paper on the ready.

"Never mind."

"Excellent," said Blaze. He hung a purple whistle around his neck. "Then we can begin."

* * *

><p>Besides the track and field, Twilight aimed her horn at the massive fan. Soon, the magenta-glowing blades were in motion, generating an increasing gust with an accompanying whine. On the apparatus' other side, Fluttershy bounced on a fog cloud, which spewed out a fine mist. Rarity powered up her vacuum, so she could make it disappear into its round canister. After a few minutes, Spike replaced the thick hose with one that was longer, but narrower. When the dragon finished, he flipped the vacuum switch to reverse mode, and allowed the fashionista free reign in aiming the hose's tip by the fan's side. Out came a consistent wisp of white fog that the manufactured wind took backwards in a straight line.<p>

A whistle blow later, Rainbow flew straight ahead toward the blades, until she found equilibrium between her forward speed, and the wind's push. Once the misty trail hit her muzzle, it split into two. It curved around her body's contours, and then regrouped behind her tail. Unfortunately, the visible air also tickled her nostrils, causing a sneeze. What came out immediately splattered all over her face, make her wretch.

"How much longer?" she protested.

Blaze tsk-tsk'ed at the wavy air flowing across Rainbow's outline. "Your hooves are not straight, and your back is not arched properly."

She scrunched up her face. "So? I've always flown this way!"

Twilight traced the visible air. "Your body is creating too much drag, which will wear you out faster." She brought up a book titled _Aerodynamics, It's Not All Hot Air, _so she could show her friend the demonstrating a pegasus' profile. "Try doing this, Rainbow."

"Huh?" Her eye twitched at how much lower the pony's middle section was compared to the rest of the body. "Is that even possible?"

"We must try," said the falcon. "Even a small reduction in drag can pay dividends in a long race."

"But—"

Blaze silenced her with his small instrument. With some grumbling, she gave it a shot, stretching her hooves until they felt ready to fall off their sockets. Her ribcage eked out a centimeter, but they stiffened up when she asked for more. That apparently wasn't enough, as she got more shrill noise from the trainer. Now she realized why her weather team kept stealing her whistles the time she tried using one at work.

"What now, Blaze?" she blurted.

"You're currently not flexing enough. It appears we'll need Applejack's services for this after all."

The trainer pointed at the cowpony, standing by the masseuse table on the track's inside field. Other than the local chiropractor, she was an expert in bending a pony's body without hurting them, or at least that's what she claimed. Rainbow had her suspicions.

"Do you know what you're doing?" she said as she laid flat on the table.

"When you spend every other day fixin' up Granny's back, you learn a few things." She wriggled her hooves. "Now, dontcha move on me. This won't hurt, much."

Meanwhile, Swift took her place, keeping in mind about the posture illustrated in Twilight's book. The hooves were cake, but his middle section cooperated with only half an inch. When he heard Rainbow spitting out brief oofs and ouchs, however, that convinced his ribcage that a little pain now was better than possibly more later. However, he still got a whistle tweet, making his eyes grow wide.

"Um, something wrong, Blaze?"

The falcon's beady eyes narrowed at his middle section. "Your form is acceptable, but at the rear, hmm, interesting."

Pinkie spun her hoof around. "Ooooh, swirly!"

Swift turned his head back, realizing what fascinated the party pony. Below his wings, some white smoke spun around with great speed. "Whoa! What is that?"

The bookworm flipped a few pages to a chapter named _Vortex Theory_. Unfortunately, it was lengthy, technical, and a section Twilight hadn't reached yet. Blaze peeked for a look, but got a headache with all the jargon. Instead of reading for hours, the falcon made an educated guess.

"It's the reason why you're agile," he said feigning confidence.

Swift immediately bought it with a nod. "Gotcha. So, um, I'm good?"

Blaze rubbed his beak. "I suppose."

The stallion's smile grew wide.

"But just in case. Applejack? Are you finished with Rainbow?"

They all turned to the masseuse table, where they found their friend doing an impersonation of a wriggling cyan pretzel. Mouths dropped open, except for Blaze who maintained his stoic expression. Applejack acted as though her friend's hind hoof wrapped around her head was normal.

"Just gotta let 'er sit like that for a few minutes," she said, giving everyone a wink. She padded an empty spot on the table. "C'mon, Swift. Don't be a stranger."

Swift trembled as though the cowpony was a mad scientist, with him being the next victim. "Oh shoot."

* * *

><p>With a flick of the quill, Spike checked off both pegasus for the aerodynamic test. Neither was ecstatic about it.<p>

"I still can't feel it," moaned Swift, wriggling his back.

Rainbow's head skewed slightly left. "It keeps doing that. Maybe I should see a real chiropractor."

Blaze ignored their complaints, opting for a quick trill with his whistle. "Stability test. Go."

Both pegasi flew toward the fan, which now spun faster than before. The grass below tore from its shallow roots, and finding new homes in the pegasi's faces. After some quick apologies, Rarity and Twilight poured more magic onto the machine, bringing the wind speed closer to that of a hurricane. The duo applied maximum power, even as their faces flapping about provided a constant distraction. Much to Blaze's surprise, the ponies held a stable position, although from the pained expressions, it wouldn't stay that way forever. Then again, the unicorns' horns flickered like a malfunctioning light bulb.

"Twilight! Rarity!" Blaze yelled over the roaring machine. "You must push harder!"

With bit lips, the unicorns scrambled for more juice, only it came out in uneven bursts, making the air increasingly turbulent. The pegasi found themselves in a raging battle with endless, precise course adjustments, a battle that Rainbow realized she was losing. She bobbled further off the centerline, triggering mental alarms. It was a sound she was a little too familiar with, as being a high-performance pegasus meant constantly being close to the thin line between immaculate flying and a spectacular crash. There was a reason why she earned the moniker _Rainbow Crash_, and she was in danger of exposing to everyone watching why.

_I… must… hold on! This fan has… nothing on me!_

Meanwhile, Swift had a different problem on his hooves. If agility was his ace in the hole, flight control was close behind. However, what he wished for right now was more wing power. The fan was on the verge of hurling him away, just as with the tornado did to him years ago. Even with the throttle all the way up, he pushed on it anyways, causing his wings to flap beyond their limits. They started sputtering, but with the machine's power ebbing, he backed off a little, believing he was gaining the upper hoof. However, his ears twitched, warning him that his friend was losing control. His instincts were right, as Rainbow tumbled right at him. Immediately, he prepared himself for a grab.

"I gotcha! I—oof!"

They stuck together like glue, as the machine pushed them toward a massive tree trunk. With what little control the slender stallion had, he latched onto the mare, while stretching his wings wide, taking the pair downwards. His wings folded back in just before his back skidded through a thin grass layer. However, he held his passenger tightly until the two came to a complete stop under the tree's shade. Immediately, Rainbow rolled off so she could get up. However, since she banged her head on the stallion's chest, her hooves thought taking her right into the trunk was a good idea. Meanwhile, Swift fidgeted around the field, realizing he could feel his backside again thanks to a singeing chlorophyll streak.

"They're doing a funny dance!" Pinkie giggled.

Twilight cringed at the two dusted-up ponies. "I don't think that's what they're doing. Blaze, do you think we should cut this session short?"

A quick peek at the machine made up his mind. Only one of its blades showed signs of warping. "Hmm, let's do three more rounds."

* * *

><p>For Rainbow, Pinkie's party cannon aimed right at her rattled her nerves. "Um, Blaze? What exactly are we doing?"<p>

His talons poked a pillow stack. "On the track, contact is inevitable. Although we should race in a proper manner, that does not preclude us from at least defending ourselves, especially from Gilda. However, if control is lost, we should practice safe crash landings. Remember, to finish well, you must first finish." Twilight and Rarity levitated the mattresses below Rainbow, with Fluttershy adding a thin cloud layer thereafter. "These will substitute for the track's bottom surface."

Spike stuffed a pillow into the cannon. "Ready to fire!"

Rainbow didn't know what to make of all this. "So, I'm just supposed to body slam it?"

"That's right," said Twilight. She flashed a smile. "Don't worry." She pressed her hoof on the ammunition, which swallowed it whole. "These pillows are super soft. They shouldn't hurt."

She didn't find that reassuring. Granted, they were bags filled with feathers, but she remembered the time Pinkie accidently fired a cream pie onto her face. A few marbles were lost that day. "Um, are you sure about—"

The whistle went off, prompting Pinkie to smack the cannon. A pillow emerged from the barrel, twirling at great speed. Rainbow's instincts gave her two options, avoid or strike back. She chose the latter, so she led in with her shoulder. Her opponent bounced right off without making a dent. It retreated toward the ground, but a blue hue took it back with its kin, ready to fight once again.

"Heh!" Rainbow flexed her upper torso. "That wasn't too bad. C'mon! Bring it!"

Blaze complied, allowing the cannon operator free reign to pop Rainbow with a steady pillow stream. One by one, Rainbow knocked them out with ease, but her friends caught them, so they could try again, hoping they could somehow rattle the mare by attrition. No such luck. Once the brash mare was popping her opponents with a yawn, the falcon signaled all stop.

"Well done, Rainbow. It appears we can increase the cannon speed."

Pinkie reached for a knob on the party cannon's rear. "How much higher?"

Rainbow pointed skywards, "All the way up!"

Blaze began questioning her logic, but he was too late. A pillow exited the cannon like a kamikaze, making a beeline right at the brash mare without a care for its own welfare. With a strike on Rainbow's chin, the projectile tore apart, spilling its feathery guts into the air, but not without sending her reeling a full revolution. She zigzagged in random directions, not knowing where she was; only that something ticklish was brushing against her coat. Echoing voices came into her ear, but they might as well be talking from a mile away through a can. The next thing she knew, her head struck something squishy, sending her somersaulting onto her back. Two Fluttershys soon crowded her vision, as she realized that "something squishy" was the pillow's falling remains. Soon, her other friends and their doubles appeared, asking if she was all right many times like a skipping record.

"Maybe we should take it down a notch?" she slurred.

* * *

><p>It was Swift's turn for some pillow slamming, and he demonstrated his willingness through the dripping sweat from his forehead. "Do we really have to do this?"<p>

Rainbow, standing by the cannon, looked at the Swift she spotted on her left. "Of course you do!" She then realized the pony on the right was the real deal, and moved her head accordingly. "Half an hour with this baby, and I feel stronger already!"

"But you got knocked down half the—"

"Tweet!" went Blaze's whistle. The stallion's instincts kicked in, making him lean left. The flying pillows gave Swift a close-up greeting before twirling past him. His relief was short-lived, however, as another round left the muzzle. Again, he denied a strike with an upward aerial flip, earning him a shrill toot.

"This is not an agility exercise," said Blaze, wagging his talon. "You must strike back."

He moaned aloud. "Can't I just avoid anyone that tries hitting me on track?"

"I like that idea," Fluttershy chimed in. "It's much safer."

The falcon shook his head. "Fly, even with a pony with your skills, avoidance maneuvers may not be entirely possible for such a long event."

Swift raised his hoof for a counterpoint, only to catch Rainbow's nose tap. This time, he responded with silence, which got Rainbow hovering.

"Think of it this way. See this?" She flexed her hooves, revealing a bulge. "I have it." She pointed at him. "You don't. That's a problem."

That wasn't the first time he heard that, and not just from her. Everypony had brought that up at some point in his life, from his parents when he was a colt down to total strangers. It was a non-issue for him, until he met Rainbow Dash. She mentioned it almost every day, and by now, it was hitting a nerve.

"I have some muscle," he huffed. Swift tried bringing out the big guns, except somepony would need a magnifying glass to see any protrusions from his trim body.

"Weak hooves," said Rainbow with a singing tease.

With half-shut eyes, he turned his head to the trainer. "Blow the whistle," he firmly said.

Blaze granted his wish. Swift aimed his body at the cannon's muzzle, ready for a matchup. An imaginary bell rang in his head, and his opponent came out, ready for a fight.

_I can do this. I can do this! Oh, shoot!_

The impact pushed Swift backwards, forcing a strong wing flap to stop his momentum. There was no knockout, but even he admitted losing round one. That didn't stop his friends from expressing their shaky complements, except for Rainbow who had no reservations cackling at his expense.

"What in Equestria was that?" she shouted. "Step up your game! Again, Pinkie!"

Round two ended with a similar result, as did the following chances for redemption. At first, Swift found it embarrassing that a pillow shot from a cannon had more power than he had. However, there was something holding his aggression back, his tendency to avoid physical confrontation. He had faced unfriendly ponies before, but Swift always found a way out without raising a hoof, while keeping any blows at bay. This was something he hadn't experienced before, and by round ten, the stallion's eye did a twitch. A small fire ignited within, one that glowed light blue like his mane.

The pillows exited the barrel, just like before, unaware of the pony's pent-up fury. Swift stretched his wings all the way back, waited for a moment, and then slammed his opponent with a slim, blue air wall. Knockout. The pillow tumbled through the grass, leaving a few tears on its delicate skin.

"Well done," said Blaze with a clap.

"Now that's more like it!" added Rainbow.

All the others cheered, adding to his growing smile. Finally, he proved that he did have some strength after all, although he wasn't sure how he did it.

"Pinkie, go up to Level Two," said Blaze.

Swift's head tilted. "Level _Two_? Um, Pinkie? How far up does that thing go?"

She peeked at the cannon's dial. "Five!"

_"Five?" _His body went limp, realizing his achievement wasn't that great. If anything, he wanted to know how much stronger the cannon was at two. Unfortunately, the whistle blew before he could ask.

_Okay, just like before. Lean back, charge, and—_

Everypony winced at the impact, a pillow uppercut. Swift tumbled from the sky, but some sporadic wing flaps kept his descent to a jerky glide. Eventually, he skimmed the thin, cloud layer, until he landed belly up on the mattress. To everypony's relief, Swift sat up before they reached him, although his pupils were drifting in opposite directions.

"Did I... at least stuck… the landing?" he stammered.

* * *

><p>At the track's starting line, Rainbow and Swift gazed at what laid at the bend, all their friends with water balloons, lots of them. A few batches levitated, with others held on hooves, or in Applejack's case, on her tail.<p>

"How I am supposed to dodge something small as balloons at speed?" Swift pouted, as he counted the colorful water containers. "There's so many."

Rainbow rolled her eyes. "Well, he _is_ testing our reflexes. I'm sure we'll be able to…"She spotted Spike adding water balloons into the party cannon's muzzle. "…avoid… them."

A lump travelled down his throat. Fifteen minutes of Level Two did get his muscles pumping, although he questioned whether it was actual progress or signals of distress. He hoped that water balloons would be too fragile for ejection, but Pinkie crushed his hopes with a test shot.

"We're getting wet, aren't we?" said a rattled Rainbow, watching the dozen balloons splatter onto the dusty track.

"Well, it's is sorta warm today." He added with a nervous chuckle, "Right?"

Blaze raised his wing, the signal for both pegasi to get ready. Both took their time getting into a runners stance.

"Here we go," whispered Rainbow.

With the whistle, the pair had a leisurely start, and then proceeded with caution toward the turn. Much to their shock, however, they went through without any sideline action, so they followed the track's lane going the other direction. However, an ear twitching prompted Swift for a head check, catching everyone except Pinkie and Spike moving apart. When they rounded the bend, glowing red balloons travelling their direction greeted them. However, they swung wide around them, and continued with their journey.

"What the…" said Swift.

Up ahead, Fluttershy had a balloon ready, except her toss travelled mere inches, not even splitting apart when it hit the grass. The cannon came up next, only it spat out a hollow boom. Some blue-hued balloons hovered in their path, but they split apart like a massive door, letting them through without incident. Applejack whipped her tail, except she had nothing to throw in their direction. Blaze simply rolled the balloon on his talon, giving Rainbow and Swift an occasional glance. Soon, they were flying laps, as though that was the purpose all along.

"Hey!" Rainbow exclaimed in Blaze's direction. "What's the big idea?"

The trainer continued playing around with his rubber projectile.

Without an answer, she went on running laps with her companion, until the monotonous routine made her attention drift to within her head.

_This is so boring. What's he up to? Is he's tricking— _"Yah!"

Twilight's balloons swooshed in like locusts, but the two pegasi were too quick for the unicorn's magic, save for a graze off Rainbow's wing. Rounding the bend, they came under attack from Applejack's volley. Again, both escaped with dry coats, but with a shattering bang, Pinkie fired her contraption, except it wasn't what either had expected.

"Confetti?" both thought.

There was lots of it, enough that they were momentarily blinded, the perfect window for Rarity. Half her ammo veered upwards, the rest downward. When the ponies emerged from the confetti field, the balloons crisscrossed, with two exploding on Rainbow's face, drenching her with cold liquid. Another struck Swift's wing, causing water to spray all over his body as a fine mist. Neither had time for a breather, as the remaining balloons joined up with Twilight's salvo to chase their prey down. Both began pulling away from them, but unlike the ponies, the balloons had the privilege of cutting the course. Even so, they rejoined a few inches behind their tails, but they had allies. Finally, Pinkie's cannon fired off the real deal, which for the pegasi, the barrage might as well be a massive tidal wave coming right at them. Rainbow had no desire for a drenching, so she pulled up. However, Twilight anticipated such a move, and punished her with a surprise bombardment, until Blaze blew his whistle.

"Rainbow?" The falcon walked right below the soaked mare. "Remember the altitude limit for this exercise. With the cloud hoops, you will have—"

"Yeah, yeah! We're working in tight spaces! I know!" She coughed out some water. "But this is crazy! No pony can react this fast!"

Swift hovered next to her with what was now a wet, blue mop on top of his head. "No offense, Blaze, but I'm with Rainbow on this." He shook his soaked tail. "I dodged what I could, but even for me, this is too much."

With a calm sigh, he crushed his balloon. "I do not expect either of you to have perfect reflexes. However, we must aim for that goal, since tomorrow, one wrong move may end your day. Now, let's try again, shall we?"

Again, he sounded his instrument. The two tried arguing, but Applejack chased them off with two quick rounds. As the others joined in, Twilight trotted over for a word with the trainer.

"Pardon me for asking, but don't you think you're being a little hard on them?"

Blaze gazed at his soaked trainees fleeing from Pinkie's now-mobile cannon with panicked yells. "Of course not," he said with a smile. "A little hard training now will pay dividends later."

* * *

><p>Blaze held the clipboard up in the air. "Congratulations, Rainbow, Fly. You are now at sixteen point five and fifteen wing power, respectively."<p>

"Wicked," Swift panted. Not only was his damp coat wrinkling up under the orange sun, every inch of his body whined that getting struck by balloon does, in fact, hurt. "Now the only question is if I can even fly tomorrow."

"Wimp," said Rainbow, followed by a yawn. In reality, she fared no better. She swore the heavy water on her mane was washing the colors off, and fatigue had pulled her eyelids half-way down. "Are we done, Blaze?"

The falcon had a few more ideas jotted down, but even he believed his trainees had enough. That and he dare not cut into their _hanging out _time. "Yes, I believe we are," he replied.

"Good." She grabbed bits of cloud off the mattress. "I'm taking a nap."

As she headed toward the same tree she walked into earlier, she could hear Swift offering to clean up, which her friends accepted with some hesitation, believing he needed rest as well.

"I'm good," he told them.

For Rainbow, that worked out perfectly. He had something to do while she caught some Z's. There was one small problem, however. After that last run by her anemometer, her wings lacked the power to carry her up to a thick branch. With a moan, she placed the cloud on the tree trunk, and then slouched on it. The tired mare kept one eye open on her friends picking up feathers, loose grass, and ripped rubber. She found the vista boring, so she let her eyelid fall, and soon, there was only peaceful black.

Moments later, a nearby presence woke her from her slumber. Through a slit, she saw an approaching grey pony, but the track itself was devoid of debris, devices, and her friends.

"How long I've been out, Swift?" she whispered.

He rubbed his red-vein eyes. "Fifteen minutes. Everypony just left."

"Okay," she yawned. "I need more sleep, and by the looks of it, so do you." Rainbow patted the space on her left. "Plenty of room."

"Eh?"

His cheeks warmed up a tad, although he was too exhausted to notice. At least the trunk was wide, he thought, unlike the cloud they both were on last week. He made himself comfortable, while keeping a few inches away from the mare. Rainbow had no complaints with the distance, so she looked ahead, watching a few random clouds pass by.

"Hey, can I ask you something, Swift?" she said in a sleepy tone. "Blaze has helped you with training before, right?"

"Uh huh?"

"Was he a pain in the flank back then too?"

He snorted amusingly. "Yeah, he can be like that, but he just has a high standard. In fact, he only trains somepony if he thinks they have potential. That's what he told me back in Junior Speedsters." With a cough, Swift's voice became gruff, but not quite matching Blaze's tone. "The sky's the limit for you. All these records, they're yours for the taking, if only you don't withhold your talent."

"And you still do, but at least you're getting better." She started chuckling. "But pillows? Seriously? Remind me not to start a pillow fight with you."

His smile slanted toward Rainbow. "So says the one that can't handle a little wind."

Without looking, she reached out for a soft jab, but only grazed his face. "I had a small slip up, that's all."

"Uh, huh. _Small_." He said with a snicker, "Whatever you say, Rainbow."

Silence then took over, with only the occasional rustling of the leaves keeping them company. Even with sleep fast approaching, Rainbow's thoughts remained affixed on the pony beside her. Just like yesterday, he put himself in harm's way for her, only without much consequence. It was in her nature to save others, so having the roles reversed would normally mean losing some pride. Yet, she didn't feel that way at all. If anything, the more she thought about it, the faster her chest thumped.

"Guess I owe you again for today, huh?" she whispered.

There was no response, so she went on.

"Anyways, I'll just have to make tonight the most fun ever. Just you and me." Immediately, whatever moisture remained on her face evaporated. "Two friends hanging out," she hastily added. "How does that sound, Swift? Swift?"

She picked up a faint, but peaceful snore, catching her off-guard. For all the time they've spent together a month ago, and during work breaks above the Stallihorn Mountains, he rarely fell asleep before she did, and that was if he even bothered with a snooze session at all.

"Sounds," She stretched her body ", like a great idea. Let me…" She stifled a yawn. "…join ya."

Rainbow shut her eyes, so she could board the train that would take her into dreamland. Soon, both stood still under the tree's shade as the sun descended closer to the horizon, but they were not alone. Rarity had waited until her friends went in different directions before trotting back. She snuck into a nearby bush, feeling somewhat ashamed for peeking in what could be a private moment. When she pushed the leaves aside, her eyes spun around in disappointment.

_Wonderful. They're both asleep. And here, I came back all this way, thinking I'd at least see… Oh? What's this?_

Gravity had taken control of Rainbow's snoozing body, taking her a tad left. Rarity's sparkling pupils widened, and her jaw unhinged in joy. She could already imagine what was going to happen, Rainbow Dash landing on Swift's side, followed by the bodies instinctively coming together to share in their respective warmth. The unicorn exhausted all her willpower, just so her giggle wouldn't ruin the moment. Cruel fate, however, did, nudging Rainbow right. Instead of being acquainted with a stallion, she got up close with grass, and without skipping a snore.

Rarity popped out of the bush, shaking her hooves in anger, but a lip bite kept her, "Oh, c'mon!" to a mumbling noise.

With nothing more to keep her interested, Rarity left the area, complaining that she was returning without any juicy gossip.


	6. Hanging Out?

**Chapter 6 – Hanging Out?**

Cloudsdale, the largest floating city in all of Equestria, looked a little larger than usual in the moonlight, even more so with the high volume of pegasi and other flying creatures traversing its airways. Joining them were Rainbow and Swift, who made a quick pit stop at the mare's home for a shower, and bits tucked away in a small, brown pouch. Rainbow kept her plans for the night a secret, although their growling stomachs hinted where to go first. She had a place in mind, but it was on the other side of town. _No matter_, she thought, as it was a chance for some sightseeing with a friend.

Therefore, she led him through the aerial corridors between cloud buildings, keeping her speed down lest she collide with the residents and tourists. Even without the sun, the two could see far ahead thanks to posts holding fireflies, providing a subtle, yellow glow. Also, the reflective walls from the surrounding structures made them stand out against the cool, purple skies. With a left, the duo reached the business district, where boutiques had racing memorabilia on display, attracting race fans inside. To their right was a few dining establishments, most with acronyms for names, alongside some fancy hotels, with bellponies attending to guests at the front. As they went deeper into the city, Rainbow pointed out the tourist hot spots, an art museum shaped like a spiral, Waterfall Gardens, an area where many small waterfalls congregated into one, and the Cumulus Bridge, a span connecting the city's center and the residential area.

"Last time I was here, nopony could explain to me why Cloudsdale needs a bridge," remarked Swift as they flew through the bridge's supports.

Rainbow simply shrugged. "All I know is that I loved racing across it when I was a filly."

"What a shocker," he replied, feigning surprise.

As they approached the Cloudiseum, Rainbow made a hard right, taking the corridor that led to buildings placed in steps. Soon, they ascended into the higher parts of the city, an area with more local traffic. On the left, Swift recognized an ordinary motel, the one he had stayed at during his last visit to the city. Across from it was a spot that, a month ago, only had a few half-built columns. Now in its place was the completed product, a building with sweeping curves that gave a hint that the structure was ahead of its time. _Wild Blue Yonder _it read on its cool blue sign above its wide arch entranceway. Beyond, a hostess with a light lavender coat stood behind a podium, awaiting her next customers. When the duo approached them, her wide smile turned to a grin.

"Back again, Rainbow?" she said with a chipper voice.

"Heh, yeah, Ample Fare!" Rainbow replied in kind. "You're not _too_ busy, are ya?"

Ample Fare peeked around the slanted partition behind her. Tables and booths had their fair share of customers, but with the restaurant off the beaten path, reservations were not required. "I think we may _just _have room to squeeze you in," she said, faking hesitation.

"Great! I brought a guest this time." She gestured at the stallion, who gave Fare a friendly wave. "You see, he's Swift, and he and I are—"

"Say no more," she beamed. "We'll take good care of you two. Rainbow, how about we set you up outside for a change?"

With nodding approvals, Fare grabbed two menus from behind the podium, and then escorted her customers around the wall, and closer to what Swift believed was upbeat jazzy muzak playing from a PA system. Instead, within a soft-lit great room, the sound came from an actual band playing on a small stage. The curves motif from the building's exterior continued within, like the design of the cloud seats, the gentle swoops along the edges of each table, and the shape of the dividers' tops that separated the booths. Even the wall's pattern was powder blue with white, sweeping curves scrolling across it. A peek at other's plates and its owners gave the impression that the _Wild Blue Yonder _was a notch above the run-of-the mill eatery. Plates and forks had that extra clink that defined quality, a few customers wore clothing that hinted that they had plans for watching a fancy show after dinner, and while there were a few families eating together, many customers had come with only one other companion. A picture hanging on the wall answered any questions he had about why Rainbow chose this place. It had Swift's distant Wonderbolt cousin burying his snout in a plate full of food. At the bottom, he had scribbled _Soarin' Approved, _words that might as well be an endorsement.

The hostess led Rainbow and Swift through a doorway and into a patio with a vista of a few wispy clouds taking a slow journey through the night sky. Fare picked out a round table by one of the patio's corners, a point the furthest away from all the other patrons. With a "have a lovely night, you two", she went back inside.

"Lovely? I wonder why she said that_?_" said Rainbow, raising an eyebrow.

Swift was more interested in what to order. Most items he recognized, which would spare him from ordering something he'd regret and the prices were reasonable enough that there was no need to feel guilty that his friend was paying for the meal. Before he could break the silence, a pale blue stallion made a sudden appearance. He called himself Rapid Tray with an accent that would fit right in in Manehattan.

"Care for a drink?" he said politely. "For you two, I think our famous _Wild Blue Yonder_ drink is right up your alley!"

Rainbow smacked her lips as though the waiter had said apple cider. The mare convinced her friend to try it out, which he agreed without hesitation. Rapid Tray brought the drinks in a flash, and then when his customers told him they needed a few more minutes before ordering, the waiter zoomed to another party across the patio. Swift peered into the wide goblet holding bubbling sky blue liquid with a sweet scent reminiscent of tropical fruits. Marshmallows floated on the top along with a straw, although Rainbow needed no such instrument. Instead, she slurped down half her cup, which left some foam around her mouth. Swift took a sip, which introduced fizziness onto his taste buds. At first, he reacted as though the drink was ordinary water, but a moment later, his senses got a stimulating kick. Soon, not only did he empty his goblet dry, the dial on his mood moved down to relaxed happiness.

"Pretty wicked drink," he said with a slanted smile.

His friend rocked her head. "Oh, yeah. This hits the spot. I think I'll need—"

Without a word, Rapid Tray swooped in with new cups, and took the empty ones away, but not without giving them a breadbasket. Now taking small sips, Swift scrutinized his eating options, although he could already hear Rainbow gobbling up some biscuits.

"Pretty hungry, aren't ya?" said Swift, peeking over the menu.

"So?" she mumbled, letting crumbs fall off her mouth. "I'm always starving after I train. So, what are you ordering? I think, hmmm." She paused for a gulp of _Wild Blue Yonder._ "I'm gonna try the spinach and mushroom pasta."

He tossed his menu onto the table with a snicker. "Are you reading my mind or something? I was going that way too."

"So we'll just double that order, then?" said a suddenly appearing Rapid Tray.

Both turned to him, a little surprised at his impeccable timing. With a yes, he took the menus, refilled the breadbasket, and declared his return in exactly fifteen minutes. As the waiter went back inside, Swift pointed at a nearby clock, round and ornate with the hands indicating six forty five.

"How much you want to bet he'll come back exactly at seven?" he said with a smirk.

Rainbow stifled a snort. "We better hurry, then. We already lost ten seconds of talking time—" She fluttered her eyelashes, "—_Swiffy_."

Swift all but coughed up pieces of biscuit. "Shoot. You remembered that." His ears went flat. "You're not calling me that all night, are ya?"

It was tempting, but Rainbow chose to let him off easy. "Nah. Just tell me why Soarin' calls you that."

Swift dove into his memories for some answers. The name didn't originate from the Wonderbolt, rather, its roots came from other family members that had attended the reunion. However, he had trouble nailing down the culprit. He went through each one with Rainbow with the scant details, but she noticed a commonality with all of them.

"They sure were old, huh?" she interrupted.

"Old enough that they were calling my folks _kids_." Swift paused for a quick drink. "Guess I don't remember who called me _Swiffy_ first. Actually, I don't remember that much about my time with Soarin'… or the reunion other than…" He grabbed his mane while looking away, allowing the light wind to fill in the silence.

"Other than what?" Rainbow said, tapping her hoof on the table. "C'mon. You were going somewhere."

He looked at his reflection on what was left of the blue liquid in his chalice. "I felt a little out of place. I don't know exactly why, but I just didn't mesh well with everypony else. Soarin', he probably was the closest I could relate to there, but even then, he was bigger, stronger, and he told everypony that he wanted to be a Wonderbolt." What had been a foggy memory cleared up. "I guess my family and my folks thought I'd be just like him, but I wasn't."

Rainbow moved her straw around in a circle. "Yeah, I kinda know what you went through."

"Eh?"

"My parents thought I should act like a mare, you know, not be so, _aggressive_. Mom always fixed up my mane every morning, telling me I should look _pretty, _and my dad would get really worried whenever I played sports with the other colts." With an eye roll, "One time, he even tried putting me into ballet. Yuck!"

Swift's pupils shrank, the thought of Rainbow Dash wearing a tutu making as much sense as a flying pig. It only got more unreal, as she told him about wearing awkward dresses to family functions, her first and only time somepony touched her hooves during a spa trip, and the time they made her go to a Hearts and Hooves dance. She ended up playing dodge cloud with some colts.

"I won, of course." Rainbow reached for her mug, but she pulled back, realizing she no longer was thirsty. "You know, sometimes, I feel that they still don't quite get me. When I wrote to them about this race, they wanted me to pull out, said it was _too _dangerous." She unleashed a long, exasperated sigh. "I bet your parents were thrilled about it, right?"

He could still visualize the response he got last week, a long letter with attached photographs of his mother and father jumping for joy. Their excitement was partly about their son entering a competition under his own will, but there was another reason that he wanted to keep under wraps. "Yeah, you could say that," he said with a smile. "They said they couldn't make it to see me, but they wished me good luck. Oh, and they want pictures of me on the podium."

"Well, I hope they're not expecting you on the top, because that spot's reserved for me," she bragged. "Um, you _did_ mention me in your letter, right?"

The other reason for his parent's joy exposed itself via his glowing face. "Yeah, I, ahem, did. They thought it's wicked that you're my, um—" He left part of what they wrote out, "—friend. _Really_ want to meet you someday." He put on a nervous grin, hoping she would take his word for it.

"Oh, okay!" she replied, pleased at the approving response. She began chewing on the leftover marshmallows. "I wonder when our food's coming."

The clock then struck seven, initiating a gentle chime. It got to three before Rapid Tray hovered to their table, carrying a massive plate with steamy pasta and zucchini balls on top.

"Sorry for being late!" said Rapid Tray with a bow. "Let me get you all set up!"

By the seventh chime, they had a new breadbasket, a refill of _Wild Blue Yonder, _their food in front with utensils on the side, and to Rainbow and Swift's surprise, a flower arrangement in the middle consisting of roses, daffodils and blossoms. Before either could ask, the waiter had bid them "Enjoy!", and made an immediate exit. A second later, the lighting around them dimmed, while the band's music switched to something smooth and slow.

"Why did he bring us one big plate?" Swift said, rubbing his mane.

Rainbow had already dug into dinner. "Don't know, but," She slurped up a strand ", there's so much food, I ain't complaining."

"And the flowers?"

"Appetizer?" she mumbled through her food.

He didn't recall spotting flowers on the menu, and given the arousing aroma and bright colors, he surmised that the waiter brought them for added decor. His stomach stepped in with a growl, forcing him to abandon the mystery. Swift went right in, only for the sound of digestion from his companion to grow louder, as though she was in an eating competition. What he didn't know was that Rainbow was doing it on purpose. It was her way of giving him an open invitation for a race to the bottom of the plate. He fell for it, increasing his pace to match hers, turning what could've been an ordinary dinner into a race on who could shove the most in their mouth. Soon, the duo had reduced the pasta pyramid to one, long strand What they didn't know was that they had both ends in their mouths, until their faces inched closer together. However, their eyes weren't looking at each other. Rather, their attention was on what that last piece of pasta was hiding, the last zucchini ball. Rainbow sliced her left hoof through the pasta, freeing them of their predicament.

"Um, that one's mine," she said with confidence.

He would've backed down, except his snout really enjoyed the smell of cooked zucchini. "Not today, it isn't." With a mischievous smile, he went for the grab, but Rainbow grabbed his hoof.

"Hmf! Nice try!" An idea popped in her head. "Tell you what. If you really want it, you'll have to hoof wrestle me for it!"

She might as well have told him to use magic. Then again, the prize was tasty enough for a try, although Rainbow already made the choice for him by starting the countdown.

"Three! Two! One! Go!"

Immediately, she was mere inches away from victory, but the stallion refused to give any more, grunting as his muscles trembled under the strain. As the seconds passed, though, Rainbow nudged her way closer to a date with a yummy zucchini ball, only to look up at his face. If it wasn't for the stitches, she wouldn't have notice the hairline cut on his forehead. Despite objections from her competitive side, she cut back her efforts until her hoof landed on the table with a dull thud. Rainbow opened her mouth for a hearty congratulations, but she stopped when Swift tapped his muzzle.

"I _too_ was trying," she contested.

He shook his head. "No worries about it. C'mon. It's all yours."

She admired his offer, but Rainbow wasn't backing off. She grabbed onto his hoof, and pulled it to the zucchini ball. "You take it."

"Yeah, but, um—"

He tried getting free, but her grip was ironclad. As time passed on, though, it softened up to the point that he could release himself with ease. However, his chest liked her smooth coat touching his, and being closely acquainted with those magenta eyes giving him full attention was even better. Struggling for words, "Okay. If yo–you're good, well, actually, how about, we could, we could split it."

She got a case of the giggles. "Yeah, I guess we could do that. Or we can, um, order some more?"

Right on cue, Rapid Tray came to their table. "You most certainly can! Anything else I can get this young pair? Dessert for two?"

"Pair?" exclaimed Rainbow and Swift. Their eyes shuddered at the hooves held together in the table's middle, and with its arrangement, plus the shift in music, their minds finally clicked, much to their horror. With a panicked yell, they pulled apart with such force that they fell backwards onto the floor.

Fortunately, their waiter got the hint about his customers' actual relationship. "Sorry 'bout that. Sometimes, I forget the rule that one plus one ain't always two. How about I just bring you your check?"

Still on the patio floor, "Yes, please," they answered in unison.

* * *

><p>"The Cloudsdale Fly-In?" read Swift from a tall sign.<p>

He now knew what had been hovering in the skies beyond the coffee shop. He'd heard of such a concept before, watching movies on an outdoor screen, although that had only been available in big earth pony cities. Cloudsdale figured out how to bring that experience into their city, and given how long the line was for admission, it was a resounding success.

Rainbow grumbled as she hovered high above her friend, realizing how a race weekend made the wait times longer than usual. Had it been any other night, she'd skip the activity altogether. However, with what happened at the restaurant still fresh in her mind, she needed to do something with Swift that required minimal conversation. He needed it as well, as he found himself looking everywhere but in her direction.

"So, you wanna?" she said, pointing at the line.

He managed a glance. "Oh, yeah. Sure."

They said nothing else until reaching the ticket booth, a petite shed with a pegasus attendant inside, and a sign hanging above the door. _It Came from the Moon_ was playing tonight, it said, and the Fly-In's operator decided that extra customers were justification for a price bump. When Rainbow brought out the gold pieces, she held onto them a few extra seconds, believing she'd never seen them again. Instead, foreign bits clanged on the counter in exchange for tickets. Before she could respond, he already made his way into the open lobby area. Rainbow flew right up to him for a close-up of her clenched jaw.

"Ugh! Why'd you have to do that, Swift? I thought I told you I was paying for everything tonight."

He grabbed onto his mane, grinning nervously. "Well, I thought you were short. My bad."

His words cooled off her ire just as the incoming breeze was doing to the spring air around them. "All right, but I'm definitely buying snacks now." She pointed at the twenty-deep rows of floating clouds. You go get some seats near the front."

"Snacks?" he murmured. His belly had gained enough girth that the idea of more food made him want to hurl. Yet he verbally agreed before starting his search.

Rainbow now had to choose between the two concession stands stationed on opposite ends. On the left was a shorter line, but Gilda and Gecks were at the counter, heckling the food server for more gooey cheese on the nachos. Rather than draw their attention and possibly dampen the evening, she settled for a ten-minute wait. That was long enough that the traffic flowing through the fly-in made juggling the massive popcorn bucket, two soda jugs, and a warm pretzel a perilous, blind adventure. A shove from the crowd jarred the food loose, but grey hooves kept everything in place, save for a few kernels. She peeked around the container, raising an eye.

"I had it under control," Rainbow said confidently.

"Whatever", Swift chuckled as he led her down an aisle.

At the first row, he placed the foodstuffs onto a small, flat cloud between two larger ones, both shaped like a lounge chair. However, Rainbow grunted as she thought her flank was sitting on a pile of rocks. She jammed her hooves into the clouds to soften it up, but stopped when Swift shook his head.

"Not enough vapor. I'd need to push the two together, and I thought you'd—"

With a shove, Rainbow created a loveseat.

"—wanted more room."

Rainbow continued molding the cloud, but every poke into it made it smaller. Soon, she had created something worthy of sitting on, except the clearance between the two forced the snacks forward. Any closer and their wings would touch at the slightest extension.

Rainbow munched on some yellow kernels. "You know, I heard this movie's _really _scary. You can always stick your head in the cloud. I won't make fun of 'ya." She sniggered as she pictured the stallion screaming in panic out of the fly-in. "Well, maybe a little." Rainbow split the pretzel into two, and offered half.

Swift found it incredible how quickly his appetite had returned. He nibbled on the baked treat as the projector in the rear powered up, lighting up the wide screen with white. Swift turned back, scrutinizing the device. _Hey, how do they get that thing to work up here, anyways?_

A beep from the surrounding speakers erased his thought. The same sound repeated itself, as the image counted down from ten to two. For an instant, the moon above was the only light, but the same celestial body appeared on screen a second later, with a faint, grainy color. A zoom-out later, the projector depicted two ponies on a hilltop, with soft, piano music playing in the background. It only took three lines of dialogue from both actors for Rainbow to stick her tongue out.

"Ew," she whispered. "They're on a date."

Swift nodded with a scrunched face. "Is that supposed to be the scary part?" he mumbled. "Rainbow, are you sure—"

Suddenly, a pink blob flashed on screen, snatching the young couple away with frightening screams. Similar noises broke out in the Fly-in, including from Rainbow. However, her partner was stifling his laughter, much to her surprise. When she turned Swift's direction, she noticed her wings brushing his side.

"Sorry," Rainbow said, as she pulled the wings back in. "I got…" Scared was at the tip of her tongue, but a head slap erased it. "…never mind. Won't happen again."

An hour into the movie, five ponies tip-hoofed through a creaky, dark corridor. A unicorn mare led the way, using her horn as illumination, except she could only see a few inches ahead, as slimy pink goo dripped from the ceiling. Each splatter onto the wooden floorboards added to Rainbow's trembling. She reached into the popcorn bucket, finding the container's bottom, but grabbed onto empty air anyways, and then tossed it into her mouth.

Swift leaned toward Rainbow's ear, raising an eye. "You need some more?"

"Huh?" Her eyes told her what she was eating. "Oh. No, I'm good."

The glob in the movie ripped through a wall, taking two victims with its gooey arms. A few viewers flew off into the open skies, flailing their limbs, while Swift got another tickle from Rainbow's wings. An apology later, she continued hearing snickers, prompting her to lean into his ear.

"What's so funny?" She pointed at the screen, where the unicorn mare character made an overly dramatic monologue on how she had been separated from everypony else. "Aren't you totally freaked out?"

Swift gave her a shrug. "Sorta, but it's just a movie. Besides, the acting, it's just so—" A spoken line from the unicorn got him chuckling again.

Rainbow scratched her head, wondering what her friend found so funny. As the movie shifted to an earth stallion going up some dilapidated stairs, she focused on the delivery.

"Where did everypony go?" the actor said with enough ham to make a foot-long sandwich. He reached the staircase's top, and then made a left. "Why is this happening to me?" The muscular stallion peeked into a dark room, stretching out his varsity sweater. "What did I do to deserve this? I know I pick on other ponies, but if I make it out of this, I'll change!" He yelled upwards, "Oh, sweet Celestia! Help me! Anypony!"

Rainbow covered her mouth, keeping the giggles in check. "That's just so _awful_."

Suddenly, the blob attacked from behind, swallowing the earth pony whole into its rubbery transparent body. Rainbow flinched, but the pony's stilted foghorn yells removed whatever horror there was in the movie.

"Are you sure this isn't a comedy?" Rainbow chuckled.

"He doesn't think so," Swift answered, pointing to a nearby stallion gnawing on his hooves.

The scene shifted back to the unicorn mare, who stumbled upon what had been her companion, now lying on the floor, drenched with the monster's slimy substance. The mare called out for his name, earning her a groan in response. When she leaned in for a touch, he reached out for her.

But it wasn't a hoof. It was some type of claw, a fleshy orange one with five appendages of varying lengths protruding from the center. Fangs protruded from the ends except they were unlike any pony had ever seen. Everyone in the drive-in shrieked at the top of their lungs, even the two supposedly brave pegasi sitting at the front.

Rainbow latched onto Swift like there was no tomorrow, blubbering "W–what is that?"

He embraced her in kind, unable to answer with anything other than a panicked whimper.

Rainbow's eyes followed the unicorn running down the hall, tripping on a floorboard crack. The unicorn stumbled back up, just as her transformed friend draped with ooze slithered after her. Again, he reached out to her with the foreign appendage. This time, he connected and pulled down the fleeing pony.

"Ahhhhhhh!"

Rainbow pressed right against Swift and turned her vision away from the screen. She now had nothing but him staring right at her, having also deciding not to watch the unfolding scene. Her heart relaxed under their collective warmth until she realized this was more comfort than allowed.

When the monster on screen roared, so did the blushing pair. They released each other, diffusing the awkwardness with nervous smiles.

* * *

><p>With a flick of a switch, the hovering screen in the sky turned dark, letting the audience free to discuss what they had just witnessed. The conversations weren't so much filled with the gooey creature, but its transformed victims, abominations that had no official name. That didn't stop Rainbow from giving it one.<p>

"Oblogoblin," she spat out as she led Swift away from the Fly-In.

Swift stuck out his tongue. "_Really_? I heard somepony else come up with something wicked." He rubbed his chin. "I think it started with an S… or was it H? I got it! It was—"

Rainbow stopped his flight with her hoof. "Look over there!" she said, her eager eyes focused on a floating photo booth near the Fly-In's entrance. "C'mon! I got an idea!"

He would've said okay, except Rainbow already yanked him all the way to the booth, and through the curtains. Inside, they wriggled onto a solitary bench, one that made the accommodations at the outside movie theater look like first-class seats.

"You know all those really bad scenes?" Rainbow commented as she fiddled with some buttons in front of her. "We should totally act them out!"

"Like this?" Swift placed both hooves on his mouth, and opened wide his jaw. "That thing's going to eat me! For Celestia's sake, run!"

Rainbow pushed the button, and then swiped her body. "Help! There's goo all over me! Ew! It's all over my mane! Get it off!"

A bulb flashed within the booth, allowing them to mimic a different scene.

"Yummy brains," mumbled Swift with a drooling mouth.

She mimicked his drooping face. "Won't you join us?"

In a raspy, falsetto voice, "Eek! I'm so scared!" said Swift, shaking his body.

"Huh?" Rainbow's head tilted. "I don't remember seeing that in the movie."

"It wasn't." Swift's smile curled slyly. "That was you about halfway through the movie."

Immediately, Rainbow grabbed the stallion's head. "You're just asking for it!" She applied maximum rubbing pressure. "Think you're so clever, aren't ya, Swift?"

Between fits of laughter, "I… have…" The booth took another picture. "…a good teacher."

"You're darned right you do!" Rainbow halted the head rub, but held her grip on Swift. "And you're a pretty quick learner."

"I am. Wanna see?"

Swift turned the tables on her by delivering a noogie of his own. Remembering what happened earlier, she countered with a wing tickle, immediately loosening the stallion's grip. The bulb flashed once more as the two pegasus wrestled within the photo booth in a tickling war, until their snouts grazed each other in the middle. Both froze, their eyes aligning with each other. The temperature rose and yet, their breaths slowed with each inhale. They had a reason to smile, the fact that it was just the two of them in this space, away from the distractions of the world.

A bright light doused them with cold water, making them inch away in opposite directions through the curtains, and back into the starlit night.

Without a word, Rainbow snagged the two sets of photos, and without looking at the result, secured them in her small pouch. When she did so, however, Rainbow felt something long and thin, an item that was a last second addition. She didn't think it would be of any use, but now, it was a way to break the stillness.

"Hey, um, listen," said Rainbow, her eyes casting down. "I got an idea on what we could do next, but I'm not sure if you want to go along with it."

Swift found comfort in tousling his mane to relax his nerves. "Yeah, yeah, whatever, um, just, y–you're the one leading the way tonight."

"Are you sure? I kinda was thinking more about myself with this one and—"

"No worries," he interrupted. With a deep breath, he was at ease. "Whatever you want to do, let's do it."

* * *

><p>"Me and my big mouth," muttered Swift.<p>

Tied around his flank was a blue flag, just like his friend save for it being red. She was hiding in one of the high clouds above Cloudsdale, forcing him to do the same. He stuck his head into the open, hoping to see either cyan or rainbow colors. Swift hadn't seen either in the last ten minutes, but now he did, and it was streaking right his way.

"Ah!"

He retreated into the cloud, forcing her into an all stop. Scanning the hiding spot, Rainbow figured a quick burst right through the middle would break up the cloud, flushing out her target. Slamming the throttle open, she ripped through the white, instantly breaking it apart into a transparent haze. As she made a U-turn upwards, Rainbow expected to see a fleeing Swift, only to find a ponyless sky.

"Darnit. Where did he go?" she whispered to herself. "He couldn't have flown off that fast."

Glancing back, she found Swift had tucked in behind, and was now reaching for the win. Rainbow twirled around, but the agile stallion matched her moves, forcing her into a few random loop-de-loops, and a corkscrew. Another peek hinted at success, only for Swift to come from the side for another grab. She pulled right, and then curved back for a counteroffensive, except he had done the same. Soon, the two pegasi found themselves in an endless spiral, until the two drifted into a cloud. From within, the two split in different directions, with the force strong enough that it obliterated the cloud. After a few seconds, the two stopped in mid-air to face each other, and for a much-needed break.

"Oh, so you're finally going on the offensive, Swift?" she yelled as she wiped off some sweat.

"Nah!" he replied after a long pause for air. "You'd be… on me if I wasn't! Besides, you said… no tackling! Can't let you get away with that!"

"By being sneaky? What? Too chicken to go right at me?" Rainbow pounded her chest. "C'mon!"

Swift shook his head. "Don't you think we should take it easy? I mean, the last thing we want is for one of us to get hurt!"

She began pecking the air, while making a squawking noise. Rather than getting on her friend's nerves, she heard a loud guffaw, an infectious one that took quite a while to cure itself.

"Just for that, "said Swift, coughing out the last of his mirth. He opened his mouth to say more, but instead, he went right at the mare at maximum speed.

"Oh, no! You're not getting the jump on me!"

Rainbow aimed right at the stallion, despite her mind warning her of a collision course. Now it had become a real game of chicken, as one had to divert, or otherwise take each other out high above Cloudsdale. Swift had no reservations biting his lip, and having his eyes tremble at the rapidly closing Rainbow. She hid her fear behind a confident grin, until the gap closed to within five seconds. Even the daredevil pegasus found the situation too crazy, so she veered downwards, only for Swift to do the same. She went vertical, but the stallion mimicked her motions like a mirror. Now flying parallel, they lunged at each other, with Rainbow getting a touch on Swift's blue flag, jarring it loose from the belt. Swift immediately backtracked for it, grabbing it with his mouth. Unfortunately, that was the opening that Rainbow needed. She swung her hooves wide like a claw, and then closed it around his body.

"I got—whoa!"

Immediately, Swift weaved about like a wild bronco in the sky, rattling his passenger's marbles. Still, she held tight with one hoof, while reaching for his muzzle with the other. Swift countered with a downward spiral, forcing her to improvise. With some wing flaps, she wrestled some flight control away, as they approached a large, wide cloud top. With a heave, she made him level off his descent enough for a crash landing through the soft white. As the cloud dust settled, Rainbow emerged right over Swift, with her hooves holding him down. The blue flag was mere inches away, ready for the taking, except its location made her cheeks catch on fire. The moment she inched herself closer, Swift loosened his jaw, letting the flag fall onto his side.

"Okay… you win, R—Rainbow," he stuttered.

"Huh?" It took her a moment before she realized he no longer had the flag. "Oh, um, yeah." Rainbow tossed the flag in her pouch, before helping Swift back up. "How about we take it easy, now." She walked to the cloud's edge for a look down. "We got a pretty cool view from here."

"We do?" he replied as he sat next to her.

Below, sparkling water cascaded from the highest Cloudsdale buildings to the edges of the city's foundation, before flowing freely toward the lush, green plains on the ground. The Cloud Factory laid dormant, save for an occasional hiss of harmless vapor coming from its tall stacks. Small dots moved all around the city, with a congregation at the city's center where there was a stage. They could make out the faint melodies, but they made their opinions about them known by their folded ears. They then spotted the Fly-In, its screen showing the blob from the moon and its mutated offspring to a new, frightened audience, and the Wild Blue Yonder Restaurant, which stood out from the surrounding buildings thanks to its curves. At the city's edge floated the Cloudiseum, with the temporary track surrounding it, but any details were lost in the veil of darkness.

"You know," said Rainbow, gazing at the glistening stars above them, "I like to come up here sometimes, and just, think about stuff."

Swift joined her vigil. "Like what?"

"About how awesome I am," she boasted. "Or how good I'm going to look in a Wonderbolt costume."

"Oh," he said, somewhat disappointed at her tone.

Rainbow's voice softened up. "But right now, all I can think about is how with all the friends I hang out with, with you, it feels, different."

"Different? What type of different?"

"I'm not sure but it's a good kind of different" She inhaled the fresh air, while shutting her eyes. "Thanks, Swift."

"Eh?" He shifted his attention her direction. "Thanks for what?"

She followed a star crossing across the sky. "Thanks for being my—" Rainbow flicked her mane. "Um, thanks, for being with me, Swift."

He would've called her out for being sappy, except his heart had sprouted wings and wanted to fly away. Instead, he rubbed his hoof on the cloud. "You're worth being with, Rainbow."

They stood silent admiring the stars, until exhaustion crept up on Rainbow, making her yawn. "Now I'm thinking how I _really_ needed a longer nap today. Darn that Blaze and his training."

"You wanna call it a night, then?" Swift asked.

Rainbow wanted to say anything other than no. The moon had yet to reach its apex, and she had only crossed off half the plans she had in mind for the night. However, even she couldn't ignore the clamoring for sleep from her body. "I guess," she replied, hanging her head.

Swift pushed off the cloud, while Rainbow readied to do the same. After a few strained flaps, she folded her wings back in with a groan. Home was quite a bit aways, but she already felt as though she was in her comfy cloudy bed.

He landed in front of Rainbow with concerned eyes. "Something wrong?"

"I'm too lazy to fly," she whined. A light bulb came on, so she put up an act with a pouty face.

"Gotcha," he said, rolling his eyes. "Let me prep a cloud for 'ya."

"Actually," Rainbow muffled her yawn, "I got a better idea."

Before he could respond, she parked herself on his back, with her hooves wrapped around his neck. Immediately, his face lit up in crimson, but disappeared when she gave him a small kick in the flank.

"Giddy-up!"

He snorted with disapproval. "Hey! I'm not a… you know what I mean!"

"I said giddy up!"

After much grumbling, he took off. With the extra weight, Swift immediately lost altitude, realizing that not only was he succumbing to sleep, but it also cemented the fact that his carrying capacity was only one pony. He found just enough power for level flight, but the speed was stuck at gentle cruise. He expected complaints from Rainbow, but instead, she burrowed into his mane as though it was a pillow. Her face was hot enough to roast marshmallows, but she was too tired to care. If anything, riding on his back was not that different from lying in bed, except there was this warmth, one that not even a blanket had provided before.

"You know," whispered Rainbow, "tonight wasn't that bad. We should do more stuff like that, dontcha think?"

Swift could only muster an "Uh,huh,", as he tried concentrating on where he was going rather than who was on his back, his friend. At least, that's the label he tried affixing to her from the moment they had met a month ago, but now, the adhesive was wearing out. He had no clue what that meant, nor could he explain the strange emotions that flowed through his body.

_I feel so weird, but I don't mind at all. _He beamed in delight. _Actually, I sorta like it. I feel wicked! I feel free! I feel—_

He sensed something dripping onto his neck. Glancing back, he found Rainbow fast asleep, with her piggish snores muffled by his mane. Immediately, his face contorted at the source of the dampness, her mouth.

_Ewwwwww! Drool!_

Swift let her sleep away in peace. It was the least he could do for the mare that lifted his spirits in ways nopony else could.


	7. Pre-Race Jitters

**Chapter 7 – Pre-race Jitters**

Sunrise, Sunday morning.

The start of the race was still a few hours away, but that didn't keep Blaze Peregrine from paying Rainbow a visit at her home. Last night, he spent hours poring over books inside the Library Treehouse, searching for even the smallest nugget of information that could be useful for his two pegasus friends. He all but designated himself their race strategist, if nothing else, so he could declare his race weekend a success if his data aids Rainbow or Swift in crossing the checkered flag first. It was bad enough that the doctors told him he couldn't race, but that despite the objections Blaze raised yesterday, that they were actually right. His one attempt at race speed on his journey to Rainbow's proved that, so when he reached his destination, he used his good wing to knock.

He got no answer.

"Is anypony in there?" he bellowed, adding more noise to the door.

Inside, on a sectional sofa within the living room area, cyan ears slammed shut, as though the rattles were church bells ringing only inches away. For Rainbow, that was the usual reaction whenever someone decided to visit in the morning, but rather than get up with persistent grumbling, she kept her eyes closed, snuggling up on something rather soft and warm. It didn't have the puffiness of a pillow, and for whatever reason, it was moving like a boat traveling over gentle waters, but she could care less. All she knew was that it made her at ease unlike anything she had slept with before, so she wasn't budging for anypony. Unfortunately, her comforter decided to shift on its own.

"Shoot, Blaze," spoke a dazed voice. "Not now."

Rainbow recognized the speaker, so she allowed one red-veined eye to open. She saw a sea of grey, with what appeared to be multiple feathers folded onto its side. Further up were blue forelocks, a snout, and pupils adjusting to the light bombardment from the morning sun. They soon focused on her, but the pony reacted as though the sight of a mare resting by his side was par for the course.

"'Sup, Rainbow" said Swift, yawning.

"Hey, Swift" she responded in kind.

They blinked a few more times, as their minds, slowly, but surely came online.

Outside, Blaze had turned around, ready to leave.

_How peculiar. Have they left already? I do know Swift is a morning pony, so maybe he and Rainbow left for breakfast. I certainly hope not. With such a long race, both require proper nutrition, and I had put a list together of essential carbohydrates and a mix—_

Muffled yells shattered his thoughts.

_What is that? That sounds like… an altercation!_

Leading with his shoulder, he smashed through the door, only it gave far too easily. Blaze tumbled onto the floor, landing sideways on his injured wing. Even with the pain flaring up, he clawed on the floor for balance, believing his friends were facing an immediate threat. Instead, Blaze found Rainbow and Swift on opposite ends of the sectional, their chests working overtime for some air. There was no sign of danger, although the falcon could sense the heat emanating from the ponies' faces. His beak swung open to ask what had happened, but then he spotted a cyan, and grey feather amongst a pile of pillows. Blaze's imagination pieced together the puzzle, which came out to something innocent, but it gave him the perfect opening line.

"Well, good morning. I assume you two had quite a—" He couldn't hold back a grin "—_eventful_ evening?"

Swift replied with an "Eh?", as his memories emerged from the haze.

_***Start Flashback***_

Rainbow's abode in the sky emerged from the darkness, but for Swift, it was a thousand miles away. His passenger remained asleep, although by either magic or fatigue, Rainbow weighed more than an anvil. Swift's wings sputtered under the stress, which chewed up his altitude by the second. For a moment, he thought of how he'd explain to Rainbow why they ended up sleeping on the ground. Fortunately, one final burst got his hooves to touch the base of the clouds holding her home, albeit they buckled in such a way that he'd have trouble calling it a smooth landing. Then again, it would've woken up his friend, so she could get off, or so he thought.

"Are you kidding me?" he moaned.

While his wings got their breather, his hooves went to work carrying Rainbow to the front door. They complained on every step with a fervent shake, adding pain halfway through. Even though Swift found the door unlocked, it took five tries with his snout before nudging his way inside. With a small kick, he got the door closed shut, hoping the rattle might wake Rainbow.

No dice. She continued snoring on his back.

Ahead was the spiral staircase that led upstairs to the mare's bedroom, but not only was he out of gas, he remembered that it was off-limits. In fact, she made it a point of emphasis not when he arrived for the race weekend, but also the first time he was here a month ago. He gulped, as he could only begin to envision the mare's wrath if he ventured upstairs, so Swift had only one option available.

_My bad, Rainbow._

He made it to the sofa's side, and with a few wriggles, he dumped his friend with a plop. The snores continued unabated.

_You're really a heavy sleeper, aren't ya?_

With a sigh, he tossed a blanket over her, followed by placing few pillows by her side. Finally, he prepped his own resting spot at one of the sectional's corners, his usual spot. However, Swift didn't realize Rainbow was closer than he expected, until he covered himself up for the night. He thought about moving further away, but the strength to get up again just wasn't there. That and he found himself smiling at the view; a pony with drips coming from her mouth, a pony that slept in an awkward position, and a pony with a snore that could be mistaken for one from a barn animal. Like the hues on her mane, Rainbow had no reservations showing her true colors, and that was something he truly appreciated about her. Swift held that thought, as his eyelids came down for good.

_*** End Flashback***_

Swift swore he was inside a volcano. "We, um hung out, and… t–that's it! Why… why are you looking at me like that, Blaze?"

The falcon had an eyebrow raised. "Are you sure? Rainbow?"

_***Start Flashback***_

Darkness, that's all Rainbow saw as the midnight air tickled her fur. Around her hooves was not the pony she had fallen asleep on, but a plain pillow, a poor substitute for her head. There were smaller ones ahead, but what interested her was what looked like a large lumpy one. Once she scooted over and placed her head on top of it, Rainbow approved with a content sigh. As for the soft, gentle snore that was close by, Rainbow ignored it. She was too tired to figure out where it was coming from, and in a way, it was the perfect melody to take her back to dreamland.

_***End Flashback***_

"Nothing happened!" Rainbow turned away from Blaze, crossing her hooves. There was no way she would grant him the view of sheer embarrassment. "So, why are you here so early, anyways?"

Blaze could only sigh, knowing that he wouldn't be able to scratch that itch that was his curiosity. "Today is a very important day. Therefore, we must start it with a properly designed meal at a local dining establishment."

She gave no response, both because her face hadn't cooled off, and Rainbow had no idea what he had just said.

"You mean breakfast?" replied Swift, making a guess.

"Correct. After that—"

"It better not be more training," mumbled Rainbow.

"—we will need to find allies."

"Allies?" both pegasi responded.

Blaze repositioned himself like a drill sergeant. "Today, approximately fifteen minutes ago, I ran into Sir Lionheart on my journey here, to inform me of a rumor that may be detrimental to our efforts. Supposedly, Gilda and Gecks have been conducting secret negotiations with other competitors to either aid their cause or disrupt everyone else's. Lionheart suspects they have… the crows on their side."

Rainbow responded to the stern briefing with a cackle. "The crows? Pffft. They're all in the back! What are they going to do? Caw at me as I lap them?"

Swift rolled his eyes, believing she had forgotten he was starting shotgun.

"And quite possibly the geese," added Blaze.

Her laughing came to a screeching halt. "Whoa, whoa, whoa. You mean that blabbing bird, Hermes, and his group?" She stomped her hoof. "Are you kidding me? You know how fast they are when they work together?"

Blaze walked toward the two. "That is the dilemma. If this rumor is true, then I believe their objective will be to increase the race pace, in order to distance themselves from the others, like you, Rainbow." The falcon turned to Swift. "It is quite possible you could end up going a lap down, and out of contention."

"How?" replied Swift. "I was just going to go full speed from the start."

The falcon disagreed with a headshake. "That would be unwise. Take no offense, friend, but as you are now, your stamina is insufficient for that approach. I believe you will need to conserve your strength by assembling a group of slower competitors, and use their collective draft. Even so, that strategy requires a timely safety period, so we can only wish for good fortune."

"Let me guess," interrupted Rainbow. "I gotta hook up with some fast racers."

"Exactly. Lionheart has already agreed to assist you, but we will need more…" His sour-looking beak turned upwards. "…and I believe I know who to ask."

The mare's stomach came to life. "Right after breakfast, okay?"

* * *

><p>As the sun crept higher into the Equestrian sky, creatures of all shapes and sizes glided in and about the floating racecourse surrounding the Cloudiseum. Inside the stadium, most of the competitors were inside, preparing for the race in their own, unique way. Some slept, others meditated, the strong worked out, and the smart ones pored over details. Swift went off on his own to find willing allies who had qualified in the rear, while Rainbow and Blaze scoured the endless corridors and rooms for who the falcon thought would be of great help. When they found him, Blaze soon found out he might have made a slight miscalculation.<p>

"Nein!" Wolfmacher said, placing his orange paw on the Cloudiseum's floor. "My squadron does not fly with others! Besides, how do I know this _rumor_ has any merit?"

Standing behind their leader, a pack of wolves nodded in approval.

"Listen here!" Rainbow barked in the wolf's face, unfazed by his subsequent display of fangs. "We're going to be in big trouble if it is true! I know you don't want Gilda and Gecks controlling this race, especially after what happened yesterday!"

The wolf shut his eyes with a growl. "Ja. That is very true but we are here to compete for victory and pride. I cannot stomach accepting any outside assistance."

Blaze nudged Rainbow backwards. "I might be able to convince him otherwise. You go ahead and find McPecks. I doubt the pelican will join us, but you should at least make an attempt."

Rainbow preferred staying, as she understood the reasoning of Wolfmacher's persistent refusal. The concept of cooperation during a competition tasted bitter, but there were benefits to that idea that was worth it, something she believed the wolf didn't see. However, she entrusted Blaze to the task, so she could begin her search for another potential ally. After a few minutes going through a few twists and turns through the Cloudiseum's hallways, she detected a presence following behind her, one that had heavy footsteps.

"What you're doing's not gonna work, Crash," said Gilda, standing at a low-lit part of the hallway.

The mare stopped, but denied the griffon a view of her furrowed brow. Instead, Rainbow took her time to develop a comeback. "Since when did you get so scared of me, Gilda? Heh. Not only did you pair up with a trickster lizard, now you got some blabber beaks on your side too? I knew you wouldn't have the guts to face me one-on-one on the track."

Gilda brushed her bangs aside. "Look who's talking! Before, you didn't care what anyone else did. You just went out and crushed them on your own. You've gotten soft."

"_Soft_?" Rainbow finally turned around but she kept her distance. "And what is that supposed to mean?"

"Like you don't know," Gilda replied with a sly smile. "You and that dweeb pony. I saw you two at the Fly-In, getting all lovey-dovey with each other."

Rainbow's wings stood erect. "W–w–wait a minute!" she stuttered. "It wasn't like that! You know I hate that stuff!"

The griffon cracked up, slapping her talon on the ground. "Oh my gosh! You should see the look on your face! I can't believe you and scrawny—" Her squawking laughter intensified, the noise bouncing off the walls.

Anger boiled within Rainbow, but other conflicting emotions had fallen into the pot as well. Every time she scooped in to find her voice, it came out as a scrambled mess. "You don't, why you, I… uh." She turned away, so she could cobble together some confidence. "Yeah, well, you don't know what you're talking about. He's my friend." Rainbow faced her again. "My friend, unlike Gecks. He doesn't really want to be your friend. He's just using you. The moment he sees a chance, he's gonna bail on you."

"Tell me something I don't know," the griffon casually responded.

Rainbow took a step back. "Hold on. You _know_?"

Gilda did an eye roll. "Well, duh!" She approached the mare with wings on full display. "Since you obviously have no clue on the situation, let me give you the low-down." She jabbed Rainbow in the chest. "This is a competition! Friendships or… whatever you and scrawny have doesn't matter on the track! If someone can do something out there they can do to win, they're going to do it! If Gecks is going to try to take me out late in the race, I'm cool with that."

"You're cool with that? Seriously? How can you say that?"

Her golden eyes shifted darker. "Because it's survival of the fittest. Obviously, I won't let him win either. I'll just take him out before he sees it coming. Now, I'm feeling generous so let me give you a tip. When the time is right, you'll do the same thing to that dweeb, that is if he's even around at the end."

The idea turned her body cold. "Me, take out Swift? Bu–but why would I ever do that?"

"What did I just say, doofus? To win!" Gilda raised an eyebrow, "Or did that part of you change too?"

It took a moment for a firm response. "No! You know me! I'll do whatever it takes to win!"

Gilda walked past Rainbow, and then stopped. The griffon's beak hinted at a smile from a bird of prey spotting its next meal. "We'll see. I'll keep my eye on you." She continued down the corridor, "That is, if you don't crash out."

Even long after the griffon disappeared around the bend, Rainbow remained where she was; breathless as though she was at the summit of Equestria's tallest mountain. She had trouble comprehending what just happened, let alone the words that she spoke. They were filthy, but no matter what she did, Rainbow couldn't scrub it away from her consciousness.

_No way! I'm not sinking that low! _Rainbow's head limped. _Would I?_

* * *

><p>At the other side of the Cloudiseum, Swift walked in step with another pony, one larger than he was, and with a grayer coat.<p>

"You were getting over the feather flu, Thunderlane?" said Swift. "Well, that explains why you're starting in the back, but…" The stallion took a big step back. "Um, the doc _did_ clear you, right?"

Thunderlane did a facehoof. "Yeah, yeah. Geez, you get it twice in one month and everypony thinks I always have it!"

"My bad, my bad," Swift replied with a sheepish smile. "Listen, thanks for hooking up with me."

"Well, I owe ya for not telling Rainbow of my _little_ screw-up back in Ponyville."

Swift visualized what had occurred a month ago, involving an unplanned downpour that threatened to burst the dam open. It took hours of ditch digging behind the structure to avert disaster. _Little? Really? _He patted Thunderlane in the back. "No worries! She didn't suspect a thing!"

A pitter-patter sound caught the pegasus attention. It was a violet bat walking up to them, standing nearly as tall as the pony greeting him.

"'Sup Echo," said Swift. "Any luck with more recruits?"

"Sure have!" the bat replied in a squeaky voice. "The owls are game—" The sparkles in his eyes fizzed out. "—but the gargoyles' leader told me that they only work as a clan."

Swift's ears folded down. "Bummer."

"And I think that creepy lizard was following me."

"He was?" Swift peered down the hallway to a spot by a plain, white door where half an hour ago, the pony had his own encounter with the flying lizard.

_*** Start Flashback ***_

"What do you say? Gecks said as he hovered around Swift. "The offer to join us still stands."

He cringed at how the reptilian's slimy tongue continued slithering out of his mouth, as though he was hungry for a treat, and Swift was a small fly. After breathing in, the stallion responded with a plain "no."

Gecks' frills opened up, "Disss- appointing!" The winged reptile gave Swift a close-up of the dark slits in his eyes. "Just remember this, Swift! That mare of yours, if she crosses our path, her safety is not guaranteed, and if something does happen, you only have yourself to blame." He turned around to leave.

"Eh?" A light flickered within, small but orange. "Hey!" he snapped at the leaving Gecks. "What is that supposed to mean? Come back here!"

_*** End Flashback ***_

_Shoot! He's just trying to get me worked up! _Water doused the flames within the short stallion, but it also brought a frigid chill to the air around him. _But what if something does happen and I'm not there to help her? Would it really be my fault? Would I let Rainbow down?_

"You okay there, Swift?" said Thunderlane, waving his hoof across his line of sight.

"Eh?" He faced both the pegasus and the bat, hiding his concerns behind a smile. "Yeah, yeah, it's all good. C'mon! Maybe we could ask the herons next."

As Thunderlane and Echo went forward with lifted spirits, Swift followed behind, only he was lost in his own little world, one where Rainbow kept getting herself in trouble, and he was far away. No matter what he did, he was always too late to help, and in the aftermath, his injured friend kept asking him why. He had no answer. With a fervent shake, Swift returned to reality.

_Cool your jets, now. Rainbow's one of the toughest pegasus I know! She can handle things on her own, until I catch up to her… right?_

* * *

><p>Thirty minutes to green.<p>

Within the open area in the Cloudiseum, the race participants stood shoulder-to-shoulder, as endless balloons floated into the open air, much to the delight of the spectators that flowed in to watch the opening ceremonies. An orchestra played a joyous, festive melody, while flag bearers proudly presented the colors of the various nations that had come together to either compete or otherwise watch a race. Above, the Wonderbolts' reserve members ripped through the air above with trailing blue smoke, gaining them oohs and aahs from the onlookers, including an orange filly who insisted on watching her idol on the racetrack. She had also convinced the others around her to hold up signs that, together, would spell out the name of said hero.

"Um, Scootaloo?" said Twilight, holding up the board that said _R_. "I think there's something wrong here."

"What do you mean?" replied the Cutie Mark Crusader. She turned to her other two teammates. "We did remember to check these before we left, right?"

Apple Bloom and Sweetie Bell rubbed their hooves on the soft cloud below them, unwilling to admit their collective mistake. However, Rainbow caught it in full display, and so did her stallion friend.

"_Rainbob Hash_?" Snickers escaped Swift's mouth.

Rainbow let out a long groan. "Don't tell me I have to teach her how to spell, too. I'm having enough trouble with the flying lessons as it is."

At the center, standing on a round stage, Princess Celestia stood amongst other avian creatures, each denoting their importance with sashes, crowns, fancy silk, and the stern presence of the Royal Guard all around them. After an introductory trumpet tune, the alicorn did a polite cough into the microphone placed front and center. All eyes turned toward the princess, who beamed at her subjects, and all the other faces that resided beyond Equestria's borders.

"Welcome, everybody, to the city of Cloudsdale, home of the Equestrian Grand Prix! As the ruler of this fair nation, I cannot be thankful enough to see all of you here for a friendly competition. It is my hope, and the hopes of the delegation that stands behind me, that despite our differences in appearance, customs, and ideals, this event will foster friendships that will last for a lifetime."

Gilda, standing a few feet away from Rainbow, stuck her tongue out. "This speech is driving me buggy! Why do we have to stand here listening to this lame princess?"

Rainbow took a step in the griffon's direction, but Swift shook his head, making her stop.

"Just let it go," whispered the stallion.

Rainbow returned to her original position, but grumbled on about Gilda's disrespect, until a few burly pegasus flew by, carrying something draped by a sheet.

"What is that, Rainbow?" said Swift.

"No clue…" The ponies placed the item by the princess. "… but whatever it is, it's big and heavy."

Celestia's horn glowed. "Now, I know we said that this race is purely for fun, but after much discussion, the delegation thought the winner should get at least a _little_ recognition."

The princess lifted the veil, allowing the ten-foot, cup-shaped trophy to display its golden sheen at the widening eyes of everyone around it. Down the line of racers, some let their jaws drop, others licked their chops, and Rainbow Dash squealed her delight at a pitch that startled Swift. He moved in to touch her, only for Rainbow to let out a flurry of "Oh, my gosh!", while stomping the ground like a fan pony. Even as Celestia continued with her speech, Rainbow gave the inanimate object her undivided attention.

_Just look at that thing! Its glistening glow, its dominating presence, that really cool ornament on the top! That trophy is so much better than that medal I got from Junior Speedsters! I already know where to put it too! I gotta win this thing, no matter—_

Rainbow's encounter with Gilda came back to her.

"No matter what," she finished, the spoken words lacking the enthusiasm of her prior thoughts.

Swift scratched his mane. "No matter what?"

"Huh?" She waved him off. "Oh, it's nothing. Just thinking about… stuff."

His curiosity begged to probe further, but Swift decided against it. He had a guess based on how she kept biting her lip every time her vision wandered toward the trophy. Swift already knew the lengths Rainbow would go for acknowledgement from her peers, and the prize on display definitely fit the bill. Despite Rainbow having told him this race was for enjoyment, the fact that this was a race against the best in the world meant that she would likely focus more on winning. He couldn't be upset at her for that, for that was who Rainbow Dash was, and Swift was more than willing to accept that. However, it also meant that his friend would take even more risks, if that were even possible, and that was something that twisted his stomach. With Gecks' implied threat mixed in, Swift swore he had food poisoning. There was only one cure he could think of, the words he said to her back in Sugarcube Corner.

"I got your back, all right?" he assured Rainbow, who was staring into space. "You have mine?"

She failed to answer right away. The mare was battling an unexpected adversary, her own conscience. Rainbow wanted to win, but she couldn't find where to draw the line where that desire would breach her virtue of loyalty to not only her friend, but also the allies that she gathered, Sir Lionheart the Griffon, Wolfmacher the Flying Wolf, and Harry Harrier the Hawk. All three pledged that they would work together, and would race cleanly for the win, but would she ditch them or deliberately harm them if that helped her, she thought. The fact that she was posing the question in the first place disgusted her, but like before, it wouldn't go away. At that point, she questioned whether she was any better than Gilda. With the silence making Swift fidget, Rainbow scrambled for an answer.

"Mhm," was all she could muster.


	8. Wing Racer

**Chapter 8 – Wing Racer**

Race time.

Thousands of spectators rose up for the Equestrian national anthem, its singers a collective group from various nations whose voices crafted an energetic masterpiece about how the power of friendship helped unite the various pony species into creating a benevolent nation. After the last stanza, the crowd roared their approval, as did the competitors waiting on the platform attached to the Cloudiseum's side. Gone were the awning and the supporting pillars, giving the spectators a clear view of all the brave souls that would go around the track for two hundred laps under the radiant sun. Already, the heat was working its way beneath feathers and coats, pilfering valuable strength not just from those ready to race, but also the ones watching from the stands.

For Blaze Peregrine, however, the balmy weather was a minor nuisance compared to what ate at his psyche inside. On his claws was the sheet with his racing number, seventeen, a symbol that had represented his own hopes and desires. Now, it was cruel failure staring back at him, so he turned his attention down at his friends. Already, he could see himself standing by them, giving them another speech on how they should ignore the poisonous words given by Gilda and Gecks, plus some additional guidance on flying formations, tactics, and whatever else came to mind. Yet, on this day, he was not a racer, simply a helpless observer, just like the mauve unicorn sitting next to him.

"You want to be down there, don't you?"

The avian nodded in return. "You are correct, Twilight. Rainbow and Swift would benefit with my presence, but I must admit that there are selfish reasons as well."

Selfish, Twilight's ears twitched at the word. "What do you mean by that?"

Blaze contemplated his words with a beak rub. "You see, while I am pleased to have met an old friend, and made new ones in Equestria, my main objective for this trip was to compete against the best, and to represent my land of Falconia. While my country produces great fliers, our fortunes in actual competition have been limited. This was the prime opportunity to demonstrate that falcons can indeed perform at a high level. However, the fact that I'm standing here is…" His claws ripped into the sheet. "…frustrating, as I do not know if I will get another opportunity like this!" He took a deep breath, and exhaled his temper away. "Is it wrong to feel this way?"

"There ain't no shame in that," replied Applejack, pausing to swallow some popcorn. "It'd be like me hurtin' myself practicing for the rodeo, and I can't defend my medals. I don't earn them just for me, but for my family, and for Ponyville. Sure, knowing myself, I'd be moping about it, but I know my friends will cheer me up. Besides, there's always another rodeo." She then used her Stetson to point across the grandstands, packed with eager fans. "And by the look of things, you'll get your chance too."

"I just hope that next time isn't so _hooooot_," whined Rarity, leaning back on her seat in dramatic fashion. With an "Ahem!", a handkerchief wiped a bead off her forehead, courtesy of Spike.

Ignoring the sweating fashionista, Blaze held up his shredded number, as a light breeze wanted to take it from his grasp. Disappointment was something the falcon would have to live with, but given what he gained by coming to Equestria, that was a small price to pay. "You are correct, Applejack…" Blaze finally let go of his number, wishing it goodbye with a confident smile. "…and I must make myself ready for that day. For now, though, I rely on Rainbow and Swift to finish on my behalf." His smile faded away. "However, that will be an arduous task, even with allies to assist them."

Said allies had congregated around Rainbow and Swift, the multiple conversations going on resembling a chaotic marketplace, with topics ranging from aerodynamics to each one's wingspan. While Swift listened in the best he could, his rainbow friend found the noise annoying, so she made an even more aggravating one with her lips. Once she was satisfied, she ceased the whistling, and began pacing around with authority.

"All right! We all know the basic plan for this race, right? Swift leads the rear pack, and I'll head the front group, of course. Now, at the start—"

"Nein!" growled Wolfmacher with a paw stomp. "My group is the largest, so it makes sense that I should take command!"

Before Rainbow could respond, a male griffon emerged from the crowd.

"And you come to support this pegasus, Lionheart?" said Wolfmacher, raising an eye.

"I must, mate," replied the griffon with a heavy accent. "Don't take it personally, but you have had enough trouble controlling your own squadron as it is. That's where your focus should be. Besides, Blaze has vouched that Rainbow is a capable leader. I'm sure you can provide her with some guidance, if that becomes necessary."

From anyone else, Wolfmacher would've refuted every word. However, he had raced with Lionheart enough times that he had developed a high level of respect for the honorable griffon. It was enough that when Blaze brought him out earlier in the day, it took all of three minutes for Lionheart to convince him to join this temporary alliance. This time, Lionheart didn't have to wait as long.

"Very well," was the wolf's answer, standing firm while his squadron did the same. "We will follow Rainbow's commands, but I expect superior results."

"Of course," said the mare, puffing the chest. "Like I was trying to say…" She pointed at the wolf pack, and a squadron of pelicans numbering five. "We _must_ challenge Gilda and Gecks right from the start. Now, I know that…" Rainbow stared right at one of the pelicans adorned with grayish feathers and bluish wing tips. "Um—"

"McPecks!" protested the pelican. "Do I need to wear a name tag for you?"

Rainbow softly groaned, not appreciating the bird's interrupting her thoughts. "Well, _McPecks_. Your team's gotta catch up to us so you can defend our rear. You never know who else wants to take us out. Lionheart, back them up."

The griffon gave a salute.

"As for everyone else—" She swiveled toward Swift and his assembled group. "—you get your orders from Swift. Just remember not to go a lap down. If everything goes right, we won't have Gilda and Gecks to worry about by the end of the race. Then, we can settle who's truly the fastest between all of us."

"You mean all of _us_, Crash!"

Coming towards Rainbow was Gilda, alongside the trickster lizard. Behind both were their force, five crows, and ten geese, strutting as though they had already won, especially the golden-feathered goose. Like an inspector, the bird walked around Rainbow's group with a scrupulous eye, rubbing his bill in the process.

"I don't see what the big deal is about these losers," said the bird in a nasal, demeaning voice. "All I see are flabby ponies and also-rans. They're not even worthy of a speech."

"Hermes Goossens!" barked Wolfmacher. "So you did join these two! Are you that afraid that my Flying Wolf Squadron will, once again, silence that beak of yours?"

He took the taunt with a screeching laugh, annoying everyone within earshot. "All bark and no bite! That last race we had together was pure luck, so go back to your kennel where you belong, dog!"

Wolfmacher displayed his fangs, while making a move at the goose. Hermes stepped forward as well, but Lionheart jumped in between the two, pushing them apart.

"Back off, both of you! Settle this on the track! Don't embarrass yourselves now!"

"You already have," Gilda sneered. "For a griffon, you're such a pansy. Why, I should—"

Suddenly, a nearby speaker shrilled, followed by a voice commanding all racers to line up for the start.

Gecks' frills flickered in delight, while his tongue moistened his lips. "Enough talk! Let's see how… successful your little partnership will be."

"See you at the finish line," Rainbow paused on purpose, "tomorrow!"

Gilda stuck out her tongue. "As if!"

Standing by the platform's edge, race officials guided the competitors to their respective positions with their batons. Rainbow and Swift stayed behind a moment, reflecting everything that had occurred. Neither envisioned that both would be at opposite ends of the field, with the possibility that they won't see each other again, until the end of the race. That presumed both would finish, something the stallion began doubting. After all, Rainbow was supposedly the best flier in all of Equestria, with many races under her belt. He might as well slap a "rookie" note on his hindquarters. Swift cleared his throat, getting her attention.

"By the way, if something happens to me, I want you to keep—"

Rainbow tapped her muzzle. "Don't want to hear it, Swift."

"But—"

"No buts," she snapped, poking his chest. "Once you get a chance, I want you to join up with me, got it?"

He took the order with a nose tap of his own. "Gotcha. I'll see you on the track, then." Swift turned around to leave.

"One last thing," added Rainbow.

Swift faced her again. "Yeah?"

In an instant, the rough and tumble Rainbow Dash disappeared, replaced by a pony whose concerned eyes could be mistaken for his own mother's. "Watch yourself, okay?"

Hearing that certainly resembled the tone coming from a parent, but the feelings inside were different. Certainly, his heart skipping beats was unexpected, although Swift didn't mind at all. In fact, he couldn't help but unleash a smile. "You too," he responded.

Once they split up to find their spots in the field, the announcer came back again, this time, addressing the entire audience.

"This is Burning Chicane, inside the press box above start-finish! It's a warm and beautiful day here in Cloudsdale, and let me tell you how grateful I am to have the honor of being the voice of the inaugural Equestrian Grand Prix! For the command, here is somepony that doesn't need a microphone, Princess Luna!"

Right on cue, the pony responsible for raising the moon emerged from one of the Cloudiseum's corridors into the bright sunlight. Immediately, she winced, as though she had stepped into a boiling shower. Sensing another presence, Luna glanced behind, spotting Celestia in the shadows, chuckling in her direction.

_Thy sister having merriment for my distaste of warm, sunny days? Thou will have equal retribution someday!_

Her irritation carried over when she gave the order in her traditional royal Canterlot voice, set at maximum volume.

"Fliers! Spread your wings!"

Appendages opened, but only because everyone's eardrums throbbed in agony. It was so loud, that Fluttershy scurried down into a familiar spot.

"C'mon, Sugarcube," said Applejack, peering below the cloud bleacher. "You can't see the race from down there."

"But…" she blubbered. "It's Nightmare Night!"

A hoof slammed into Applejack's face. "Look, she's gone now. You can come out now."

The shivering pegasus replied that she would, eventually.

With a shrug, the cowpony reached into her saddlebag and pulled out a sealed cup of delicious cider. Even if it was a tad warm, she preferred a homemade creation to the bland, outrageously priced drinks, although Pinkie Pie thought differently. In fact, she had bought the largest cup available for not only herself, but also the Cutie Mark Crusaders, so it was no surprise they soon disappeared without an explanation. By the time they came back, Chicane had already called out the majority of the starting lineup.

"—Echo and number ninety-six, Derpy Hooves, makes up row twenty-eight. Finally, Swift Flying, Number thirty-seven, will start at the rear alongside number eleven, Thunderlane. That makes up the grid for the inaugural Equestrian Grand Prix! Get ready, race fans, because we'll display the green flag, next time they come around!"

By now, everyone was up on their hooves, claws, or whatever limb kept their bodies upright. A fervent energy spread like wildfire throughout the Speedway, as eager eyes followed sixty-five fliers travelling around the track in rows of three at a leisurely pace. First, they went through the long, round bend identified as Turn One and Two, then into a darkened corridor lined with gray clouds. Within, the competitors got a much-needed break from the heat, thanks to mist spewing out at random intervals. Finally, they left the tunnel for another long turn, where the contagion had made its full travel, making the crowds' ruckus visible via pieces of the cloud hoops falling off its foundations. Furthermore, the flagpony mare stationed in a small box above start-finish held onto the railing on the structure's edge, fearing the whole thing would topple over before she could fly off. Once Fleetfoot led the pack through Turn Four, she brought out what became the most watched object in all of Equestria, and waited an eternity for the first row to reach a line marked on the track's sidewall. As the crowd noise reached its zenith, the flagpony swung down her hoof.

Green flag.

All at once, the fliers took off, creating a thunderous rumble loud enough that ponies as far away as Manehattan looked in Cloudsdale's direction. The combined wingpower generated a gust, which spun the poor flagpony around, and flung into the air hats, wrappers, and whatever object their owner did not hold onto with an iron grip. In the span of three seconds, the entire field had crossed start-finish, with the Wonderbolt polesitter demonstrating her prowess in raw acceleration. However, Gilda had stuck behind her tail, as did Rainbow Dash, while everyone else were littered around the track, save for a golden goose, his companions, and Gecks. They sliced through the chaos, and then shifted upwards as they approached Turn One, carrying momentum like a locomotive. That didn't stop Rainbow from swerving in their path for a block, but that prove futile, as the pack split into two heading into the backstretch tunnel, one led by Goossens, the other by the trickster lizard. The rest of the field stormed inside without incident, save for a collision between a crow and a blonde-mane pegasus near the back. She twirled out of control, right in front of Swift.

"Oh—"

He banked hard left, avoiding the tumbling Derpy Hooves, at the expense of forward momentum. While Derpy regained control, she ended up facing the wrong direction, and began travelling backwards, despite the track workers in orange garbs trying to get her attention. Reluctantly, they pulled out their yellow flags, triggering a stop to the racing action.

"Looks like we have a pegasus going the wrong way," said Chicane through his microphone. "That will bring out the first safety period of the day."

From the Turn 4 Grandstands, Blaze scrutinized the backstretch tunnel's exit with his binoculars. The flags had come out before anyone came out, so the order became a mystery, until track officials on the infield scribbled it out on their whiteboards. As the field lined up, the falcon screeched at what he saw. Fleetfoot, the polesitter, was already down to tenth, right behind her two fellow teammates. Gilda had assumed the lead, followed by Rainbow Dash, Gecks, Hermes and his geese minions. More surprising was that his stallion friend was in the same position as he started.

"This is odd," remarked Twilight, looking through her own binoculars. "I thought he'd get a great start."

The falcon shrugged in response. "Is it possible he was involved in the incident? Either way, this is the start I was expecting."

"That ain't our only problem," added Applejack. "Look!"

The cowpony pointed at Rainbow, whose mouth was competing with Gilda for most words spoken in a minute. Accusations flew about the griffon shoving the pegasus from the lead in the tunnel.

"Don't blame me for you being a klutz, Crash" said Gilda, rolling her eyes.

"You better take that back!" Rainbow barked.

Gilda's beak curved up, pleased in watching the pegasus grit her teeth. "Why should I? You know it's true." She passed under the Start/Finish banner. "Oh, look at that. I led lap one. Too bad, Crash. Well, you better get used to watching my tail all day, that is, if you can keep up."

"Just you wait! I haven't even begun to show my stuff! Besides, when Swift gets up here, it's gonna be game over!"

Cackles erupted from Gecks and Goossens, both hovering behind Rainbow.

"Such confidence in such a, small, insignificant pony," the lizard slithered.

"They really shouldn't allow _newbies_ on the track," added Goossens with a nasal laugh. "Do you suppose he can even make it to the front, Gilda?"

By now, Rainbow was leaking flammable fumes, and Gilda was eager to strike a match. "Maybe just in time to get hurt again saving her flank again."

Rainbow immediately lunged at the griffon, but Lionheart had bitten onto her tail.

"Let me…" She swung at Gilda in vain. "…go!"

Lionheart held on tight. "Why must you young pups be so impatient?" he muttered. "Oh, and I do appreciate your assistance, Wolfmacher."

The wolf looked away, indifferent at the quip. "You did say to settle our conflicts on the track, didn't you?"

Then, the announcer's voice finally could be heard over the ambient noise, "…with a, oh my! Looks like we have a _disagreement_ between two competitors! Number thirteen and six should be careful, though, or they risk disqualification!"

At the rear, Swift covered his face with both hooves, unsurprised, but disappointed Rainbow was getting herself into trouble. Once he cleared his vision, all his allies had surrounded him, although the enthusiasm they had before race start was gone, replaced by pale faces.

"Umm, something wrong?" said Swift, scratching his mane.

"Did you see what those crows did to us?" sputtered Echo the bat. "The moment we tried lining up, they went after us, and took out Derpy."

Joining them was the pony in question, her pupils in the correct position, until she bopped her head. "I'm okay!"

Thunderlane whipped up a cough out of nowhere. "Uh oh. I think I'm…" He added a faux sneeze. "…coming down with the feather flu again."

Swift moaned, not buying the act. He went straight to the point. "Don't tell me all of you want to quit already? We just started."

Others joined in their doubts, including three owls, and a green gargoyle. All shared a similar theme; they were slow, weak, scared, and came to Cloudsdale more for the sightseeing than for the race itself. Already, cracks in this new alliance threatened to shatter it, and worse, Swift didn't have Rainbow to turn to for help. Natural-born leader was not a trait ponies affixed to him for most of his life, and yet, on that one fateful day in Saddlecloud, he had to take command in order to save a town. Dominos began falling after that. He was gifted the job of Weather Patrol Leader at Brayside Beach, he temporarily took Rainbow's position a month ago, and now, he led another unit. While he found the leader's jacket tight around his body, Swift got the impression that life would only make him don it from now on, so it would make sense that he'll have to stretch it out. Otherwise, he would always be uncomfortable in it.

"Heads up, everyone!" Swift bellowed.

The competitors ceased their chatter.

Closing his eyes, the pegasus searched for the right tone, like an artist choosing what to put on canvas. Authoritative was Rainbow's style, not his, and Blaze's professorial diction lacked passion. He went with what he knew best, plain honesty with a touch of optimism. "I know that most of you aren't the best racers in the world, but that doesn't mean we can't have a great race. The thing is, though, if someone out there wants to give us trouble, we can't just back down. If we let that happen, then it's going to happen again, not just them, not just here, but anytime someone thinks they can pick on you, or anyone else. Today, you can make your stand, and better yet, you don't have to do it alone..." He pointed at himself. "…because I got your back." Swift then went through the crowd. "And so does Echo, and Thunderlane, and Hoots, and everyone else! We all have our backs!"

They all crossed start/finish, which had a banner stretched out over it. How it stayed up with that powerful start was an unsolved mystery, although Swift directed his group at it for a different reason.

"You see that?" He glanced at the crows, which were having their own little get-together. "I don't care if a tornado gets in our way! We're going to finish this race, and on the lead lap!"

Hoots, a dirty brown owl, raised his wing. "Do you really think we can?"

With a grin, Swift replied, "I know we can! It's gonna be tough, so we'll have to stick together. First, we gotta deal with those troublemaking crows. At the green, fall back and get in line behind me. I'll find a way to distract the crows. Once I do, Thunderlane, that's your cue to lead them through undetected."

Echo raised his claw. "But what about you?"

"No worries. I'll catch up with all of you once there's a large enough gap." He placed his hoof in the middle. "C'mon! Finish on three!"

Everyone else joined in, while glancing at one another. They could tell that Swift was still learning the nuances of leadership, but he made up for it with his charisma. More so, they got the impression that Swift believed in them more than Rainbow, her battalion, and even themselves. Whether he was being genuine or otherwise delusional, his group chose that they weren't going to quit just yet, not while their leader had faith in them.

"One, two, three—"

The group shouted "Finish" before lining up for the restart. However, the second they did, the crows turned back to unleash some insults. That prompted Swift to put his body in between, acting as a shield. The black birds turned their attacks on him.

"Whatever you're planning, it's not going to work!"

"Silly colt. This track is for big stallions only!"

"There's a stretcher with your name on it!"

His reaction was anything but expected. Swift began to laugh, almost in a mocking tone. The gears within his mind had clicked on an idea to draw the crows onto him, one that required acting like his brash friend. If Rainbow was good at something, it was talking smack. Whether he could pull it off was the million-bit question. "Shoot. Is that all you have? Blah, blah, blah, blah, blah. I really do feel sorry for ya."

A well-built crow, the leader, narrowed his eyes. "What did you say?"

He kept going in a matter-of-factly way. "It's all talk and no show. I mean, all of you qualified in the back, you were silly enough to get played by Gecks into this deal that gets you nothing, and so all you have left is running your beaks about things you won't be able to back up. How about you all pull off to the sidelines, before you get eggs on your faces?"

"Oh, you're gonna get it, _pony_!" The other four crows yelled similar words, but Swift shrugged them off.

"I'd like to see you try," he replied with a sly smile.

Thunderlane had watched the exchange unfold, which made him jittery. As Swift passed on by, he blurted out, "You sure got their attention! Are you sure you know what you're doing?"

"Not exactly," Swift replied, adding a gulp. "But I'll be good. Just get everyone through once you see an opening, all right?"

With a salute, Thunderlane focused on the approaching flag stand, as did everyone else, now lined up double-file. Like before, the entire complex trembled with the combined force of restrained wing power and crowd noise. As for the flag pony, she had one hoof on the railing as a precaution, so she wouldn't be spun around a second time. Once the field whizzed on by, she ended up facing the sky, the scant few clouds swirling around. The moment the crowd gasped, however, she pulled herself back up, expecting to see something that needed another yellow flag. Instead, it was the duo of Rainbow Dash and Wolfmacher tangling with the trio of Gecks, Gilda, and Goossens for the lead. Then, the other geese aimed their sights at the duo, and barreled through them, sending the pegasus and wolf into a sideways spiral. With some evasive moves, they avoided the walls and rejoined the action, only ten spots worse, but surrounded by allies. Rainbow saluted them with a snort.

"Lionheart, McPecks!" she shouted over the wind noise. "You two were supposed to hold up those geese on the restart!"

The male griffon pointed at their adversaries, now ahead by two cloud loops. "They went too early, but the officials did not flag them!"

"Irrelevant!" snarled the wolf. "You should've expected that from those cheating geese!"

"Never mind the reason why," interrupted the pelican. "We can't let them get away!"

With a nod, Rainbow's squadron powered toward the front, while in the rear, another group was ready for a charge of their own. They just needed a distraction, and the group's leader was ready to give them one.

Swiping his forehead, Swift placed himself in the empty space between his group and the waiting assailants, all keeping one eye on his position. In his head, he told himself "_What in Equestria am I doing?" _although he kept a lid on his nervousness. Through the backstretch tunnel he went, trailing the crows before he went full throttle, making a kamikaze run at the leader bird.

"You're mine, shrimp!" the crow cawed at the incoming missile.

He swiped his claws, except he shredded a transparent blue streak, which soon vanished. His eyes darted around for the stallion, but there was no need. Swift, just above him, swung his hoof over his eyes.

"Yo, over here!"

The bird swung at his position, finding nothing but air.

"Oh, too slow!" Swift teased, now parked a few inches below the bulky crow. He went after another crow, with the leader chasing his tail. A third bird decided to make a go for it as well.

"I got him, boss!"

A moment later, feathers scattered all over, all black, with the owners of the plumage tangled in their own wings. Meanwhile, Swift was ahead of them, giving them a friendly wave. "You crows should really watch where you're going. Someone could get hurt."

With his trembling claw, the strong crow pointed at the responsible pony. "Get… him… nowwwww!"

With a rallying cry, the murder of crows dove at the grey pony, confident that all five could take Swift down. Instead, what the spectators witnessed was a display of what they could interpret in two ways. The crows had no idea how to fly, as they crashed into each other, missed cloud hoops, and attacked harmless air. The alternative was that the birds were no match for a pony that could turn on a dime, accelerate with a burst, and had reaction times that a stopwatch would have trouble measuring. Either way, the aerial display proved distracting enough, that Thunderlane led the group past the action while going through the tunnel, hoping the shade would give them cover. As Derpy, the last in line, made it past the crows, one of them wised up to their presence, only to find a juicy fruit too hard to pass up. Above him, Swift was hiding under the leader crow, seemingly distracted by Thunderlane and company's progress. Curling his beak, he dove at the stallion, striking not fleshly grey, but a brick wall.

"What are you doing, featherbrain?" yelled the leader crow, shoving his underling out of the way.

Once the stars disappeared around his field of vision, his minion thought it was a good idea to point out the obvious, literally. Everyone that had been behind were now ahead by five cloud rings, while their ringleader waved goodbye, before speeding away. "I think he tricked us," said the subordinate.

"That… that… _pony_!" Flames sprouted within his crimson eyes. "All units! After them!"

All the other crows lined up in a row, and then chugged ahead like a train pulling out of a station. As Swift reached his group at the second turn, a head turn sent a shiver through his body. The crows might've been slow on their own, but together, they began nibbling away at the gap, four cloud hoops, then three and a half, and finally down to three.

"They're not happy with you, are they?" said Echo, who was ahead of Derpy in the formation.

Swift gave his lip a hearty bite. He had fooled the black birds once, but his tactics wouldn't work again a second time. Worse, the plan, while effective, proved costly in terms of track position. The next closest competitors, the gargoyles, were just entering turn one, as they went past start-finish. As for where the leaders were, he refused to look at the timing board put up on the platform. He didn't want to know how bad it was just yet.

He went through his group to find his second in command. "Thunderlane, hate to break it to you, but we're gonna have to go faster!"

"You're kidding me! Are you sure?" Once he looked back, the stallion understood Swift's urgency. "Okay, but we need to change the plan! I think we need the best up front, dontcha think?"

Swift got the message. The original idea involved rotating the lead position with everyone for maximum energy conservation. After all, the overarching goal was finishing the race, and these fliers, including him, would need every drop of stamina to pull it off. It would be all for naught, however, if the crows caught up to them. Now they needed maximum space, which meant the fastest would have to slice the air, so everyone behind would benefit.

With a nod, Swift got ahead of his fellow stallion. "Thunderlane, you hang right behind me! You keep the line together! If I swing my hoof, that means we should switch for a while!"

"Ten-four!"

Thunderlane yelled instructions to everyone else on staying in proper formation. Meanwhile, Swift nudged his speed higher, knowing that increasing it too much would split his group apart. In two laps, Swift got his group to fly just enough to maintain the gap at three cloud hoops. However, the speed he carried was surprising, about three quarters of his limit. Already, he could see some distressed faces, all who drifted to the rear where the air resistance was the least. Swift didn't have that luxury, although his textbook form made cutting through the air easier, more so for the stallion on his contrails.

"I could follow you all day!" Thunderlane chirped with a smile.

"Don't get used to it!" Swift replied. "I can't keep this up for…" He looked up at the narrow, tall scoreboard, which had the number of laps on the top. It read fifteen laps. "…one… eighty five more! We're going to need a yellow at some point, so we can all catch our breath!"

"Why? Those crows will tire out before we do! Besides, we're only…" Thunderlane's eyes focused on the open platform. On another scoreboard, the track workers put up split times for those that had lost the leader's draft. When their number came up, the pony's jaw dropped. "Uhhhhh, _twenty_ seconds behind?"

No wonder Swift couldn't see the leaders. The race may have just started, but his group was already half a lap down. The crows no longer were their major threat; the lead pack was. Whatever was going on up front, Rainbow and her group were not controlling the pace, which meant it would only be a matter of time before Swift would see Gilda, Gecks, and the geese bearing down on them from behind at speeds even he couldn't pull off. His only friend would be a yellow flag, and that would only bring the crows right up to their rears. There was no telling what they would do to him, or his group. Worst of all, unlike Rainbow Dash, the only time he swung hooves at something is clearing clouds. A fighter he was not.

_"Oh, shoot."_


	9. Danger Zone

**Chapter 9 – Danger Zone**

"What's taking her so long?"

For what seemed like days, Twilight was waiting for Pinkie by the restroom entrance. While the unicorn preferred the cool, shady corridors of the Speedway over the hot bleachers outside, she had trouble seeing the action on the track. Chicane may have provided constant updates, but his words painted an incomplete portrait, especially at the goings on near the rear of the field. The lap counter had hit sixty-five, with no yellow flags since Derpy's short, backwards adventure around the track. Busy were the track workers operating the towering scoreboard, but one thing remained the same; Gilda, Gecks, and Goossens had a firm grip on the top three spots.

Finally, the eccentric pony exited the restroom, all covered in confetti. Behind, pop music echoed along with singing, and departing patrons wearing cone hats. Twilight had seen enough strange behavior that she could muster no more than dull surprise.

"Seriously, a party?"

Pinkie blew on a party favor. "Well, duh! Do you know how many in there had today as their birthday? Three, Twilight Three!" She grabbed onto her friend, and shook her. "And _I didn't even know_! I'm slipping, Twilight! _Slipping_!"

The unicorn's first thought was that she should berate Pinkie for selecting such a bizarre, inappropriate location for festivities. Yet, with Pinkie's waterworks leaking, she needed consoling in the best way she knew how, using logic. "Now, now, Pinkie. Look all around you." She pointed out the constant stream of spectators traversing the passageway. "There are so many here, not just from Equestria, but beyond. I know you're trying your best, but nopony expects you to know _everyone's _birthday. Besides, we just don't have the time to—"

Suddenly, an invisible force took over Pinkie, making her hooves tremble, her tail twitch, and her face contort in a matter that spooked everyone surrounding her, all except for Twilight. This was no random action; it was a sign, one seen many times before in various forms. The question was whether it was a good or bad omen, and with Twilight's mindset, she usually assumed the worst-case scenario.

"Uh, oh. What's your Pinkie Sense telling you now?" Her eyes bulged at the possibilities. "Don't tell me something horrible is going to happen with Rainbow or Swift? Do we have an imminent parasprite infestation? Is a big storm coming?"

Pinkie gave her friend a pat on the head. "No, silly. There's gonna be an oopsie on the track soon."

A hair follicle sprang from Twilight's mane. "What type of oopsie? How soon is soon?"

"I don't know. That's all it told me."

"Ughhh," moaned the bookworm. "Ok, fine. In that case, we should head back to our seats."

The two walked back into the open, and up the cloud stairs, a convenient but odd structure considering everyone else had wings at their disposal. They reached their friends, just as Chicane provided another update through the PA system.

"With seventy laps in the books, Gecks Lizaurus has switched with Gilda for the lead. Hermes Goossens remains in third." The announcer jolted from his seat. "But here comes Rainbow Dash on the outside! She's got about three wolves tucked in behind, helping her along as they go into Turn Three!"

On cue, the Crusaders raised their homemade sign up in the air, now with the correct letters. As Rainbow crossed their sights, her friends cheered her on, all except the falcon. He simply watched with his binoculars, shaking his head. Blaze had seen this same attempt twice before, and had little confidence that the third time would be a charm. At Turn One, his pessimism was validated, as two geese swerved onto Rainbow's path. Wingtips collided, followed by a yelp from one of the wolves. Injured, he immediately fell behind, which halted the group's momentum. Once they figured their speed had dropped off too much, they made a tactical retreat back to Lionheart and company, about two seconds behind the leaders.

"Darnit!" yelled Rainbow, venting in Wolfmacher's direction. "What's your squadron made of? Tissue paper?"

The wolf growled, displeased of the stinging but otherwise factual criticsm. What was once the formidable Flying Wolf Squadron, known for its stellar endurance, had lost much of its original effectiveness. He already had punished two members yesterday for insubordination, three failed to start the race because of a sudden flea problem, and the geese had banged up the rest to the point they could do nothing except draft behind him in fear.

"Useless, all of you!" Wolfmacher snapped at his subordinates. He started a tirade using a foreign dialect but Lionheart stopped him with a throaty growl.

"There is no need to belittle them!" said the humble griffon, raising his voice only because of the ambient noise. "Your squadron is certainly holding up better than those dishonorable birds!" He counted how many were trailing their leader, Goossens. "There's only five of them! The others have fallen far behind us!"

Rainbow kept her slanted frown. "Like that's really helping us! We still can't take over the lead, especially when all we have left is these slow pelicans!"

"We're strategically holding a steady pace!" McPecks retorted, not amused at the mare's disparagement.

She ignored the bird. "Look! We're obviously not going to get anywhere going at them a few at a time! Next lap, we're _all_ going in!"

That didn't sit well with her allies, as they had tried it twenty laps ago, with almost disastrous results. With a flick of his delta wings, Gecks made the air swirl in a way that made them bunch up like an accordion. It was good fortune that the worst that happened was losing valuable track position, rather than crashing out altogether.

"Why should we?" said McPecks. He rubbed on his bill, making him flinch. "I'm still not over what happened last time!" His head turned back to the faraway fourth turn, where there was empty air for endless seconds. Just before it left his sight, three Wonderbolts appeared, followed by more competitors. "And we're still way ahead of everyone else, and it's too soon!"

Rainbow directed his attention forward, as they approached the Turn Two exit. The leaders were ready to head into the tunnel, while another group was already within its confines. "But look who's way behind! If we don't do something now, Swift and his group are gonna get lapped, and I'm not letting that happen, not if can help it! We're going, and that's final!"

She glinted at what was a grey dot off in the distance, too far away to communicate via mouth. Instead, Rainbow delved into her mind, hoping she could somehow give him encouragement.

_Swift, hang in there just a little bit longer._

At the same time, Swift's head swiveled backwards, an action he'd been doing on every other lap. The view was becoming stagnant, five crows lined up surrounded by tall walls, with observations watching their every move. The only change was ten laps ago, when the troubling trio and their goons appeared in his rearview, and began inching closer every time he crossed the line. Once he could see their faces, any hopes that the pace was wearing them out disappeared. On his teammates, however, they became familiar with the taste of their own sweat, and their lungs ached as much as their wings. While Swift had helped them all he could with body positioning, breathing techniques, and providing his slipstream, their savior was not him, but something in the flagpony's possession.

"We really need a caution!" said Thunderlane, tucked in behind Swift.

Swift reacted with an eye roll, miffed at what was becoming a broken record. "I know, I know! We would've been better off if those dragonflies we caught up to would've joined us! I told them they were going to get lapped, but—" A wing muscle suddenly throbbed, forcing him to swing his hoof. Exiting the last corner, the two stallions swapped spots with nary a loss in speed, but Swift's trajectory went from straight to a subtle left drift.

"You okay, boss?" asked Thunderlane, noticing the deviation.

He recognized what was going on, and it was not a good sign. For those that knew, Swift's left wing had been through things that made it a miracle that it was still in one piece. However, despite his grueling rehabilitation, the appendage never quite regained its original strength, so his body had a tendency to yaw left. He had mastered balancing the small difference in power, but by maintaining high speeds over a length of time, that gap grew, as the mended wing tired out faster than the good one. Just like everyone around him, he needed rest.

"I'll be good!" Swift responded. "Right now, what we need is something drastic! Sure, we need a caution, but then we'll have the crows to deal with! Knowing them, we might not survive the restart!"

Thunderlane rubbed his muzzle. "Hmmm, what if the crows _are_ the caution?"

"Eh?"

He didn't hear him, but Swift's confused face said it all. "Just look at them! They're all together, so all we need is for someone to crash right into them!"

Swift's pupils shrank to the size of a pea, stunned that Thunderlane would propose such an idea, as did his teammates.

"You said drastic, Swift!"

That was true, but such action had two issues. One, it seemed a dirty tactic, something Swift wanted to avoid at all costs, but with his team on the edge of literally collapsing, and crows kicking in another gear, he could stomach such a move if it benefited his companions. The other problem was something he had to ask Thunderlane. "It might work, but who's willing to crash themselves on purpose?"

"I'll do it!" a feminine voice cried out.

"What?" Swift yelped. Behind the owl and bat was the pony that spoke out, gray, blonde mane, and a look that implied she was confused all the time. "Derpy? You?"

She rattled her head up and down, as Thunderlane gave Swift a wink.

"Don't worry about it! She's a pro at stuff like this!"

"A pro?" Swift wondered exactly what the qualifications would be to have that designation, but that was beside the point. There was one thing he had to ask her, so he drifted back for a quick one-on-one. "Derpy! Are you sure about this? No one's pressuring you! I could think of something else!"

Again, another nod. "I just want to help! Please?"

Help, that was something she always offered, but hardly anypony accepted it. Swift himself had heard, and even bore witness to the often-disastrous results when Derpy entered the equation. Just looking into those misaligned eyes made him believe that she was well aware of that fact, but for once, calamity was exactly what this group needed. Then again, this being Derpy, she could somehow take her own teammates out, miss striking the crows and hit Rainbow's squadron instead, or some other chaotic scenario that the wildest imagination could not come up with. This was high-stakes gambling, and he held the dice in his hand. After a deep breath, he bought some insurance, expensive insurance.

"Derpy, we owe ya! Next trip to Sugarcube's on me!"

Fireworks exploded within Derpy's eyes. "Woooo-hooooo!"

Tucking in her hooves, she rolled backwards like a bowling ball, frightening her teammates out of their formation. Swift recoiled, not expecting her to take off right away, while Thunderlane acted as though he was at the alley, watching the grey ball curve around the turn. For a second, it looked like a gutter, but then, Derpy swung right in the path of the lead crow, who slammed the brakes. Swift covered his eyes, just as his ears picked up a collective groan, a sound much louder than his surrounding group could make.

"Steeee-rikkkeee!" said Thundelane with a hoof pump.

Swift peeked through his hooves just as he crossed start-finish. A most wondrous sight, a yellow flag, waved above his head, while the leaders were no further than two cloud hoops away. Immediately, his attention turned downwards at what brought it out, five crows scattered across the clouds, uninjured, but knocked out cold, just like the lone pony who laid beside them.

"Derpy, no," Swift stuttered.

She did an imitation of a jack-in-the box, a great one considering how the surrounding medical staff dropped their items. Derpy waved at him, and yelled, "I'm okay", except he was too far away to hear her. However, another pegusus passing above could just fine.

"How in Equestria is she still…" Rainbow halted her sentence, as Derpy fell backwards for what seemed like a nap.

Wolfmacher gave Derpy a chest bump. "Sacrificing her body for the good of the team."

"And at a good time as well," added Lionheart. "We were just about to make our move, but I noticed Gecks watching our every move. I suspect he was planning something for us."

The griffon's presumption was correct. In fact, the lizard continued his observation with his frills opened partway.

"How disappointing." He did a tsking sound. "They were lined up just right for my gust attack too."

Gilda crossed her arms, chuckling. "Oh, you mean like that last one that you did? How about you do that on me, so I can blow-dry my feathers?" Her laughter intensified, while Goossens joined her mirth.

"That was just a test," Gecks replied, unfazed by the mocking. "I'm capable of much more, but I'm waiting for just the right time." Venom flowed into his eyes. "Oh, yes. The_ right _time."

* * *

><p>"I'm afraid not."<p>

During the long caution period, Lionheart got approval from the track marshals to leave his spot to confer with those behind him. The griffon had talked with just about everyone, hoping at least one would join Rainbow's group. All he got for his efforts was that the Wonderbolts promised they wouldn't tussle with Rainbow's group, but they had already been working with others around them.

"Darnit," Rainbow muttered, her ears drooped. "Well, how about Swift and his group? With this yellow, do you think they'll catch up to us now?"

The griffon hesitated on answering. "To tell you the truth, that… will be a mighty challenge for them."

"I've sent some of my more injured wolves to the back," Wolfmacher replied. "Maybe they will actually prove themselves useful for once, but for now, we should focus on this restart."

Rainbow's mind was still on the subject of her friend, safe, but still not by her side even after eighty-five laps. Unfortunately, she didn't have much time to dwell on it, as her teammates waited for new orders. "All right. We're splitting into two lines. Wolfmacher, his squadron, and I will be one. Lionheart, McPecks, and your pelicans are the other. We're going to pass on both sides, but…" She slammed her hoofs together repeatedly for emphasis. "…only up to that blabber goose. Then we're cutting them off and attack from there!"

"That's assuming his geese won't give us trouble again," said McPecks.

"So says the one afraid of contact," replied Wolfmacher, giving the pelican a smirk.

All the birds voiced their displeasure, but their leader calmed them down, as he had a perfect counterattack. "Your wolves can't even handle contact," he teased.

"What did you say?" grumbled the wolf.

Rainbow's whistling broke their little squabble. "Cut it out, you two! The green flag's just about to come out!"

The field bunched up together two-by-two around the speedway under the open, balmy skies. If the racers were working the hardest in this heat, the pegasus vendors were right behind, lugging around cumbersome, large containers up, down, and through endless rows of bleachers stuffed with patrons. One particular pony had resisted the cold liquid for many laps, but finally, her smuggled cider had turned a temperature too hot for her tongue. She parted with her hard-earned bits for a quench.

"Still too much ice," Applejack griped, peeking under the lid. "I gotta say…" She waved herself with her Stetson. "…you gotta give it to 'em racers. If it was this hot at the ranch, I'd be parkin' myself under a tree."

"But this weather appears to have been too much for some," added Blaze. "I counted at least eight out of this race already, and we have yet to reach halfway. I worry about the attrition rate if there is another long run."

Chicane's voice resonated through the speakers, "Here comes the field through Turn Three, with Gilda alongside Gecks in Row 1! Green flag, and there goes the flag pony around once again!"

The field blasted away from Blaze's vantage point, with Swift's group being the last to disappear around the first turn. The deafening sound of wings decreased as the competitors reached Turn Two, but then spiked as the competitors entered the tunnel. Spike had the camera pointed at the exit, the plan to capture the moment Rainbow's troops took over the lead for the first time, but the bulb flash captured something else.

"Oh, that lizard brain is still leading," remarked Scootaloo, stomping her hoof, while the other two Crusaders booed.

"Patience, children" replied Blaze, nodding at the sight of two distinct lines whizzing past Turn Four. "You will see Rainbow lead soon." In his mind, "If she is fortunate."

Moments later, the CMC cheered, while Pinkie held up a crude sign depicting Swift making a pass on the track. His group had also separated into two lines, with him leading one, and Thunderlane heading the other. Both were going around the gargoyles, who tried shifting upwards for a block, but stopped once their leader realized it was too late. They allowed Swift and company to complete the pass, before hooking up to their rear, just like the sole green gargoyle that joined Swift's team told them would happen. According to him, gargoyles only joined forces with those that could prove their mettle, and getting around them would do the trick.

The falcon celebrated the maneuvers with a polite clap, His optimism then crumbled the second he noticed the next pack ahead, three pigeons and five of Goossens' injured fliers. He had marked down the former as neutral parties, although by the way the birds were working together, Blaze had his doubts. He waited a few laps, until Swift's group finally got a whiff of their draft entering the first turn. By the time the falcon saw them again, the pigeons and geese were swerving all over the place, causing the field to scatter.

"Oh, something bad's going to happen!" Fluttershy exclaimed, looking away from the action.

"Please, Fluttershy," Rarity replied while waving a flower-designed fan. "You've been saying that every time… wahaha!"

Another caution flag flew, this time, for the winged wolves from Swift's team shoving some geese into the Turn Four wall. When they bounced off, they took out the pigeons, and almost collided with a violet bat. Fortunately, Swift yanked him away from the chaos.

"Are you good, Echo?" the stallion asked the flying mammal.

Between breaths, "Yeah, that…" Echo clutched his chest. "…was close! Why did they… do that? I thought you… told them not to."

Swift was already in the midst of a double facehoof. "I know, Echo. I know."

Thunderlane gave his fellow stallion a friendly pat. "Chill, Swift. Those wolves knew what they were doing. Now we got less baddies to deal with."

That only made Swift moan aloud, which came out muffled. The three wolves, even though they were injured, were a welcome addition to the group, as they were capable of leading the pack. Now, it was back to rotating between himself and Thunderlane, and his left wing had not gotten any better. When Lionheart checked in with him, he decided to let the griffon know about it.

"You sure you're right, lad?" said Lionheart.

Swift flexed his rehabbed wing, "When I was saving Echo, it stiffened up a bit, so I had some trouble turning my body. Is that bad?"

While the noble bird was no doctor, he had met others in the past with the same problem. "Swift, it sounds like your wing muscles are cramping up. You're going to need to be more careful, and whatever you do, you cannot push that left wing too much. If you put too much stress on it—"

"—I'll stiffen up completely and I could spin out," Swift interrupted, giving a nod. "I remember Blaze telling me that a long time ago."

The PA system came on, informing all racers that the race would resume in two laps. That prompted a question Lionheart had asked both stallions during the last caution.

"Swift, Thunderlane. Will you go on helping this team, or will you go off your own to the front?" said the griffon.

Thunderlane flashed a nervous smile. "Like I told you earlier, I would if I was fast enough. Heck, Swift's the main reason I'm not a lap down right now."

Meanwhile, Swift gave his squadron a long, hard look. "Look, I told them I had their backs, so there's no way I can just abandon them."

That was the same answer as before, except Lionheart willfully failed to tell Rainbow that time, hoping at least Swift would've changed his mind if asked again. Lionheart hoped he could make him see his point of view. "I give you that, mate, but we're already halfway through the race, and your group's barely mid-pack." He crossed his talons, releasing a long sigh. "I'm also afraid that Wolfmacher or McPecks may do something foolish, and get themselves banged up. Then, we'll be in a real pickle, so I'd like someone more reliable helping the cause. Oh, and…" Sir Lionheart tapped his beak. "…Rainbow wanted me to give you that message, whatever that means."

Swift had found himself torn between two obligations, one with his rainbow-mane friend, with the other being those flying behind him; another stallion, a bat, three owls, five gargoyles, and a mix of other creatures that only had wings as a commonality. All of them, though, could tell the stallion's internal struggle based on how he pulled his light-blue moppy mane on his back. What he was trying to do was a daunting challenge, making progress through the field while his team, the one he cared about, only served as a heavy anchor. While his team understood that taking on the leadership role meant making some compromises for the good of the team, Swift may have made too many while getting too little in return.

"Tell her…" He touched his nose, but only once, and with his eyes lacking the charisma it once had.

"Right, mate." Lionheart stayed a few more seconds, before leaving Swift behind with his troops. One of the owls, Hoots, raised his wing.

"Ahem. I'm not sure if I can speak for everyone else, but thanks to you, Thunderlane, and that googly-eyed pony, we're doing much better than we could've hoped for." Hoots felt more at ease with the agreeable nods around him. "If you want to—"

Swift waved him off, forcing the sides of his mouth up "Nah, nah, nah, Hoots!" I know where you're headed, but no worries! I said I had your backs and I meant it! C'mon, we have the gargoyles hooking up with us, so _now_ we should be okay, right?"

* * *

><p>"About fifteen seconds behind," said Spike, reading off a stopwatch.<p>

Those around him moaned, disappointed that Swift and company were, once again, falling behind the leaders. While the splits were a massive improvement over earlier in the race, certainly good enough to stay on the lead lap, the number at the top of the scoreboard read one hundred thirty, and they had yet to pass anyone else on track. There had been only one brief caution since the wolves' kamikaze attack, a hawk crashing into a cloud hoop. Other than that, the race resumed a similar pattern, a long green flag run in which the only notable action was on the platform. Every few circuits, a competitor would pull into it, raising the white flag for exhaustion or sudden injury. When Fleetfoot suddenly pulled in, the crowds wondered what the reason was.

"We're hearing our polesitter has tweaked her wing!" Chicane informed the spectators. "According to my sources, she had the same problem yesterday right after that blistering qualifying run, but felt just fine this morning! I guess the Wonderbolt didn't want to take any unnecessary chances, but that's a real shame!" The broadcaster was ready to switch off his microphone when a goose also pulled off the track, wobbling his way toward a nurse until he collapsed on the platform's edge. "Another one may be done for the day!" He checked his entry list. "I believe that's one of Goossens' teammates, Quackers!"

"Quackers?" blurted Pinkie, with a snorting laugh.

Twilight jumped up, as did Blaze. "Quackers?" both said.

Rarity shifted her body on the cloud bleacher, so that the falcon's shadow served as a makeshift umbrella. "Ah, _much_ better! So, who is this… _Quackers_ fellow?"

Applebloom had the answer, thanks to Blaze handing over to the Crusaders the chart with all the competitors on it. "He is… the second fastest goose."

Sweetie Bell added, "But he can tire himself out by pushing too hard. Since he's out of the race that means—"

"—Rainbow Dash is going for the lead!" exclaimed Scootaloo, her wings propelling her one inch off the ground.

Indeed, her idol had pulled her team away from the larger pack, and was nearing the short tail of the trailing goose. Thanks to the loss of Quackers, the sweet fruit that was the lead position dropped to just within her reach. Once she was within a foot of the trailing bird in the middle of the first turn, her group split in two, with Rainbow taking the wolves outside, while the griffon and pelicans dove left. The spectators cheered them on, as they went through the misty tunnel, and back out, where Rainbow's friends could see her make the charge. However, she had no time to wave at them, as Goossens' troops swerved for some aggressive bumping. With a rallying cry, she returned the favor, pushing her competitor sideways.

"Careful, Rainbow!" Lionheart shouted over the wind noise.

He then found himself under attack, but instead of retaliation, pulled up to avoid them. McPecks chose to do the dirty work for the griffon, giving the bird a thwack with his webbed feet, while his fellow pelicans charged at the other geese, breaking the tidy formation from third place on back. Gecks, currently leading, chose to pull further ahead rather than fight, as did Gilda. Rainbow charged after them, but under the start-finish banner, Goossens blocked her path. She curved upwards, expecting the golden goose to shift in that direction. When it appeared he overcommitted, Rainbow hit the afterburners, with Wolfmacher in tow, both believing they could capitalize on the mistake by passing below before reaching the next cloud hoop.

Lionheart went max speed toward them, shouting, "No! It's a trap!"

Too late.

With his golden-feathered wing, Goossens smacked her right in the face, sending her tumbling right into Wolfmacher. The griffon swerved, but the wolf crashed onto his side headfirst, pushing him right into padded clouds lining Turn One's inside. Those that could see him gasped as Sir Lionheart ricocheted off the wall, and then tumbled out of control three times on the cloud layer, before stopping face down. The yellows flew right as Rainbow finally regained attitude control, but the moment she did, Rainbow reached behind her. The area between her wings had turned red and blue.

"Ow, that dirty goose," she mumbled, rubbing her spine. "When I get my hooves on him…" Rainbow searched for her teammates, finding all but two ahead of her. Wolfmacher approached her, flying in a zigzag pattern while holding his head.

"Goossens…" Wolfmacher slurred. "…pot… pluck… dinner!" With a few head smacks, his mind sputtered back on. "Lionheart…" His paw pointed at Turn One, an area that from their location the Cloudiseum all but hid from sight. "Crashed into him. Not sure if—" The wolf couldn't finish his thought, but Chicane was already on top of it.

"—got collected and he went right into the cloud barriers." From the press box, he had the view of medical ponies lifting the griffon up, much to the delight of the crowd. "And he's looks okay! He pushed for a safer track, and lo and behold, his persistence did him a favor!" A few seconds later, Chicane received an update from the medical staff. "They will run a few precautionary tests on Sir Lionheart on the platform, but it appears they will allow him to continue. He'll likely stay on the lead lap, but will have to restart at the back of the field." Chicane then began going through the current lineup, giving a pegasus spectator some heart palpitation.

"But what about Rainbow?" Fluttershy blustered, shaking the small dragon assistant. "Is she alright?" She then rattled Twilight. "How hurt is she? Should I go down there and check? Oh, maybe I should go!" She only flew an inch before a light-bluish hue held her tail.

"There's no need for drastic measures," replied Rarity. "See? She's coming out of the tunnel now."

With his binoculars, Blaze focused on Rainbow, who was flying alongside Wolfmacher, and two pegasus wearing medical garb. The shimmering sun made details impossible to make out, but the conversation seemed pleasant, until Rainbow began waving her hooves around as though she was upset. That apparently convinced the two ponies that she and the wolf didn't need to pull off track for exams, as they left by themselves.

"I think she scared them off," remarked Spike.

Swift came to the same conclusion, but that did little to settle his rattled nerves. Something had happened to Rainbow, and as he feared, he wasn't around to help. He stared into space, while his body limped around the track, oblivious to Lionheart waving at him before pulling into the platform. He couldn't think of anything other than feeling responsible to whatever harm came to his friend. Only now did he fully grasp what Rainbow had gone through when he got the gash on his forehead.

"You okay, buddy?" said Thunderlane, waving a hoof across Swift's eyes.

The agile stallion had trouble keeping his head up. "I'm a great friend, aren't I, Thunderlane?"

"Huh?"

"I told her I had her back, and then this happens. I should've—"

Thunderlane gave him a soft punch, "Hey, you don't need to get yourself worked up. You can't bail her out _all _the time. If you did, that would be a full time job."

Swift couldn't resist snorting a chuckle. "Yeah, I know. It's just that I sorta have a… habit I probably picked up from my pop. He's big and strong, always has been, and you know, he can't help but protect those that need it, even if it puts him in heavy danger. My friends tell me I do that too."

"Oh, just like how you saved me!" interrupted Echo.

"Gotcha, Echo," He flexed his hooves, which made his face scrunch. ", but that was _way_ tougher than I thought it would be." Swift faced away from everyone, sighing. "I know Rainbow's one tough pegasus, and she probably doesn't need anyone watching her back, but I told her I'd be there," He rubbed his mane, "But I can't leave you guys hanging either. Why is this so hard? It's obvious that you need me a lot more—"

Finally, one from his group had the courage to say what Swift needed to hear. "Just go, already!"

Swift turned around. "Eh?"

Another competitor spoke, "You said you had our backs, but we have yours too! We can watch after each other!"

One of the gargoyles moved to the front of the group. "This might be a race, but my clan believes in a fair race. I'll see to it that no one harms this group."

"Eh?" replied Swift, a pitch higher than before.

Hoots winked, "And someone has to replace Lionheart, right? You're obviously the best one for the job."

Appearing faster than expected was the griffon, albeit with a few less plumage on his wings. "You're right, Hoots. I was lucky the doctors pulled off only a wee bit of my crushed feathers, but when I did a test run, I could already tell my speed's not where it should be. Swift?" He gave him a salute, "You did a fine job here, but I believe I can take over from here for you."

With those words, the shackles wrapped around Swift's hooves unlocked. An unfamiliar feeling permeated through the stallion, a mixture of both joy and guilt. "Are… are you sure? I mean, with you here, we can pull everyone a lot—"

Lionheart held up his claw, "Maybe if we had the time, laddy, but we'll only have…" He checked the tall pylon "… somewhere over sixty laps once we get going. If that falcon friend of yours is right about your skills, you can gain many positions on restarts. You don't need to wait on us. We'll find our way through the field."

"Really? Well, I… um," He wondered whether the heat was making him delusional, but no, his team had granted him what his heart desired, and they gave him no disparaging looks. If anything, they beamed as much as he did. "Thanks, everyone! I won't let ya down!"

"I'm holding you to that, Swift," Thunderlane replied, smirking. "I better see you beat Dash to the line, and who knows? I might be right behind ya."

Victory, the subject hadn't crossed Swift's mind since the start of the race, but for the top three in the field, it was front and center. It was truer now, since their numbers had dwindled down to seven. Meanwhile, their main opposition might've lost Lionheart, but McPecks still had all four pelicans, Wolfmacher was down to three squadron members, and Rainbow made ten in total. Their chances for winning were heading in the wrong direction, and Gilda was visibly displeased about it.

"This is totally whack!" Gilda screeched in the lizard's face. "We should be crushing all these lame-o's by now!"

Gecks kept his frills closed, keeping his demeanor cool and calm. "Ssssimer down, Gilda. Such panic is premature. After all, I have yet to unleash my strongest gust attack in my arsenal. Once I find the best time to use it, then we'll practically be gliding to the finish."

Goossens delivered a long raspberry. "Of course! This attack that you keep mentioning, but haven't used yet! I think you're just blowing hot air! Oh, and by the way, you two have been leading the whole race! When will you acknowledge my aerial superiority and let me take charge?" He raised his head, as his subordinates quacked in approval.

"Not quite yet," the lizard replied, waving his long, thin finger. "Be patient, Goossens. First, we must deal with these… pests that are following us."

The goose gave him an eye roll, but Gecks ignored it, instead going into a discussion on race strategy. He didn't want to hear any of it, knowing he was just a third wheel. Then again, being part of this alliance was a part of a scheme that he cooked up, one that he could only dish out when he felt it was a good time. Initially, he was going to wait until the late stages of the race, but his soldiers were hungry for action, and Goossens would deny them no longer. When he believed neither the griffon nor the lizard was looking his way, he made some strange motions with his wing, which garnered a subtle acknowledgment from his subordinates. However, Rainbow caught it right away.

"What in the world are they doing?" she whispered, covering her eyes from the afternoon sun.

"It's a secret signal," Wolfmacher replied. The moment he tried remembering what it meant, he rubbed his head. "If it wasn't for this pestering headache—"

"It means _get ready_," answered McPecks. He gave his throat pouch a good rub, "But what does that mean, and why tell them in secret?"

Rainbow pondered the same thing. "I don't know, but something smells fishy."

All the pelicans smacked their lips.

"Ugh, not that type of fish," she corrected. "Anyways, we might want to wait a few laps before we try anything." Rainbow arched her back, immediately making her face squirm. "Besides, I got to know what this back pain's gonna cost me."

As they crossed under the start/finish banner, she looked back, wondering whether Lionheart had indeed rejoined the track, but more importantly, where her friend's position was. She could only see a small, grey blob with some blue on the top, but this was the closest she had seen Swift all day. A glance at the pylon confirmed his position, number thirty-seven restarting forty-second, but that was still quite a few rows away. Then again, he was much closer to two harriers, the laggards in what was the Wonderbolts' loose, but friendly consortium of competitors. If Swift could only catch their draft, she thought, he might be able to climb up through the field, but in order to do that, he had to pass a number of racers including a flock he wasn't too fond of.

"Why does it have to be seagulls?" Swift moaned, slapping his hoof on his forehead.

"Huh?" replied Thunderlane, now on his inside. "What wrong with seagulls?"

In reality, Swift's issue with them was not really with the gulls on the track, but with their smaller, nonspeaking counterparts that roamed around Brayside Beach. They were noisy, thieves, litterers, ruined clouds for their amusement, and enjoyed pestering anyone that had wings. He sighed, hoping that these seagulls did not share the same traits. "Oh, nothing." Swift rubbed off the warm moisture on his forehead. "Just remember, give me some space on the restart."

"Ten-four, buddy!"

Swift turned his attention to the upcoming flag stand, where the flag pony mare's once tidy mane was now a tangled mess. On her hoof, out of sight, was the all-important green flag, the signal for him to somehow pass three rows of competitors, blast by five seagulls, and catch a whiff of draft from the harriers, all within half a lap. Otherwise, everyone around him will be up to full speed, negating his accelerative advantage. Timing the boost was crucial, as he needed to make the first pass right after the line, or the track marshals would black-flag him for jumping the restart. What complicated everything was that he was less adept at blasting off when in motion, the surge in power often compromised his agility, and worst of all, he needed all his wing power at a time when trying to keep that in balance was becoming increasingly difficult.

_Ok, half-second delay, shift my body right, max power, and I won't crash right into Thunderlane. _Swift made an audible gulp. _I hope._

Down went the flag, as his wings flapped upwards, the best position possible. Immediately, he raised his flank and curved his appendages like an inverted bowl. All those behind him moved laterally, while Thunderlane could feel an invisible force tugging him toward the agile stallion. Before he could unhinge his mouth in awe, Swift took off like a rocket, creating a shockwave that yanked a few hairs off his Mohawk.

"Gooooo!" he yelled, with his cheeks flapping in the wind.

Swift wriggled back and forth toward the line, wrestling for control as he approached a vulture at too fast a rate. He commanded a trajectory above the bird, but his body failed to respond.

"No, no, nooooo!"

In desperation, he released the yoke, allowing the unbalanced wing power to carry him left. Right at the line, he was beside the ostrich, so he pulled the controls hard starboard. Swift went that direction, but at an agonizing pace that put him on a collision course with the upcoming cloud hoop. Easing off the throttles would save him, but extinguish all his momentum, and with the harriers getting a good start, he couldn't afford it.

"Turn! Turn!"

Finally, the last of the boost effects disappeared, giving him full control again. His hooves touched the hoop's edge, but he pushed off from them, as two grasshoppers moved in his path for a squeeze. Instead, they watched in awe as the stallion spun up and above their heads with ease. Now at full speed, Swift swung back to the middle of the racing line as he came up to the first turn where three competitors were scrapping for position. Before they knew it, a silver bullet whizzed past them, with its trajectory heading directly at the seagulls. The flock had lined up, and were chasing after the two harriers, who were one length away, but because of their top speed advantage over their pursuers, the harriers would eventually increase the gap. The gulls would lose them and so would Swift.

"Almost… there!" he said to himself.

At the turn's middle, his speed increased even more, thanks to the seagull's draft. With a well-executed slingshot, he thought, Swift could clear them birds with ease, assuming they wouldn't give him trouble. Nearing the Turn Two exit, he swung outside for the pass, and right away, two of them went for a block, screeching with a devious smirk. Swift went up, but his foes did the same, with one tapping his brakes right in front of him. The stallion had none of that, going sideways to avoid the gull, and then banking left to go around the other. Another two seagulls moved to opposite ends of the track, leaving a convenient, but deliberate gap for the stallion to bite on. Once he went for it, they slammed the opening shut, only to smash into each other, as Swift rolled away from the dual attack.

_One more seagull! I got this!_

He went right at the bird, confident that he could slip by, and reach his goal. This time, Swift went down, diagonal left, and then right, as he went into the tunnel. His foe demonstrated his supremacy over the other gulls by mirroring the stallion's moves with pinpoint precision, but only until Swift forced the bird into barrel rolls. An opening presented itself under and right to his competitor, so he went for it at full speed. The seagull reached for him with his webbed feet, but Swift anticipated the move, so he prepared to do a simple roll out of the way. The moment he tried, his left wing cramped up, rendering him immobile.

"Ah!"

With a cackle, the bird snatched his tail, and swung him backwards, sending the stallion's misty world spinning. Right away, his mind shifted into overdrive, working every control in his disposal for all of three seconds, before he stopped the rotation, and then turned away from the tunnel walls. While his speedometer was still pointing at the high end, he was now at the edge of the seagulls' draft, while the harriers were pulling further away.

"Seagulls," he muttered, adding a snort at the end. "Why me?"

Swift accelerated for another run, as he left the tunnel, and became visible to his friends watching from the grandstands. They were not witness to his problems, only that he had passed six competitors since the restart, a reason to cheer.

"He's finally making progress!" said Twilight.

"And lookie there," added Applejack, watching Thunderlane, Lionheart and company go around the grasshoppers. "They're haulin' the mail too!"

Blaze had his binoculars focused at the first turn, where he waited for the leaders to fly by. The order was the same it had been all day, although Rainbow had her team within reach. "Hmm, something appears off, but I'm not certain why." He rubbed his forehead, removing beads of sweat. "Maybe it's just the heat making me see things."

When the field passed by a second time, Scootaloo was the first to notice it.

"Why is Rainbow slower now?" she said.

Blaze turned to the filly. "Are you seeing that as well?"

She gave the falcon a nod. If there was one thing Scootaloo knew well, it was her idol's capabilities.

"If that's the case, then her group should be falling behind…" he placed his claw on his chin "…but they're not." The falcon then noticed the geese had trouble keeping up with their allies, which made them slower. "What's going on here? Are they—"

"Yahhhhh!" Fluttershy yelped, before scrambling under her seat.

Below, Swift had made another go to get past the seagulls, and this time, his friends watched in horror as the lead bird whacked him with his wing. The stallion staggered up and forwards, apparently with no pilot in the cockpit, making him open to a kick from another bird. He swerved toward the outside wall, but right before hitting it at speed, he rumbled to life, and turned away just in time to avoid disaster.

"You meanie bird," Pinkie puffed, scaring the daylights out of anyone not used to her loud outbursts.

"Is he okay?" Fluttershy stammered. "Please tell me he's okay."

Twilight waited until Swift had crossed the start-finish line at full speed. "I'm not sure. He's still going, but for some reason, he's having trouble passing those seagulls."

It became more apparent the next lap when Swift made a third attempt right in front of his friends. He zigged, zagged, and rolled around the racetrack, as they knew he could, only to his movements to be those of a massive blimp. The seagulls took full advantage by bumping, swatting, and flipping him between one another like a pinball inside a machine. Finally, they ejected the listless pony through the rear, but somehow, he immediately went at them again. Unfortunately, they could see the cycle repeating as the racers disappeared around the Cloudiseum.

Applejack tilted her hat down, "Boy, howdy. That was hard to watch. He's really getting walloped out there."

"He should just fight back!" said Applebloom, swinging her hooves like a karate master.

Rarity shook her head, "He had enough trouble fending off _pillows_. Besides, Swift doesn't strike me as somepony that would resort to that. As a lady, I can understand that, but even I have my limits."

Blaze put his claw over his face. The falcon wished he could pull his friend aside for a discussion about the training he gave him, or how there are times when the situation warrants some type of offensive. Then again, he had similar conversations with him back in Junior Speedsters, but encountered a wall every single time. Back then, he would feel somewhat disappointed and worried that his friend would be woefully unprepared, but when he spotted his friend taking another beating exiting the tunnel, he clutched his claw and slammed it onto the bleacher. He stood up and inhaled every molecule of air around him. Blaze wasn't putting up with this sorry display any longer, and no matter the ambient noise, he was going to tell him off.

"Defend yourself!"

Not only did he shock the ponies around him, Swift's ears twitched, as it picked up a faint, but familiar sound.

_Is that you, Blaze?_

There was no time to think, as two gulls went after him. He spun above the first, but with a muscle throb, his mobility failed him, earning him a thwack from the other foe's wing. He tumbled in mid-air, while his cockpit billowed smoke, and flashed red alarms. If the gulls weren't one of the weakest competitors in the race, he would've been knocked out cold, but even so, Swift hadn't experienced anything like this before in his life. Confronting bullies was something he tried avoiding, but when there was no other option, he always had the upper hoof, as they only hurt themselves in the end. Today was a different story, however, as he stopped his violent rotation, and watched as his attackers high-fived each other, while cackling like hyenas. Ahead, the harriers trailed a larger pack, still not out of reach, but his time was almost up.

"I need…" Swift panted, "… to go… now! I promised… Rainbow I'd have her back… and I meant it!" His eyes twitched, as a spark ignited a fire within. "But these seagulls… they don't want to race me fair! They just want to push me around! I don't want to be pushed around!" The flames burnt the last of his patience to a crisp, releasing a surge of energy that rippled through his body, and made him tremble like a volcano ready to explode nature's boiling fury into the open world.

"Stop… pushing me… around!"

The last outburst caught the gulls' attention, but they dismissed it with more pronounced laughing. With a grunt, he ignored the pain, and went full throttle through the second turn, and into the tunnel, where the mist turned into steam the moment it touched his scorching coat. Approaching the exit, the first seagull swung for a strike, but missed, as did the second, who dove in with his feet. His left wing suddenly lost power, leaving him open to attack from the third bird, who went in shoulder-first. There was no chance for a dodge, but that never crossed his mind. In fact, he glared at would-be attacker, and pointed his crosshairs dead center.

"Knock it—" He leaned back "Offffff!"

Swift banged right onto the bird's ribcage, flipping the bird upside down and backwards. His closest companion dove at him for a whack, but with his other shoulder, Swift struck him on the gut, the air pushing the seagull away, while he gasped for breath. That left the stallion with one last opponent blocking his way, who chose to attack with a powerful corkscrew motion. He could not evade, nor did he have the strength to go against it head on. His confidence abandoned ship, knowing that in moments, it would all be over.

Three seconds.

Out of nowhere, a voice spoke to him, but it wasn't someone from the outside world, nor was it quite from within. In fact, it was his own cutie mark, obscured by the racing sticker, but ever present. However, it was only one part of his mark, the inverted bolt superimposing a cloud, reaching out to him, its words muffled out by the noisy atmosphere. However, the meaning came in crystal clear, and despite a nagging feeling that he had gone through this before, Swift chose to trust this presence, and follow its instructions. Shutting his eyes, he drifted upwards, while holding his right wing at its highest point.

Two seconds.

Then, an unknown swirling sensation intensified exponentially around his grey, lightweight feathers. Swift asked this unintelligible voice if he was doing it right. The answer caught him by surprise; not quite, but close enough. With all his might, Swift pushed down on his wing, unleashing a tall, narrow aerial wall, which emitted a sound that resembled a freight train.

One second.

The seagull's mouth opened wide as the wind attack hit his face with a prolonged pop, the impact striking him with such force that he gyrated forward like a rolling wheel. Jamming the throttles on full, Swift blasted his staggered opponent, while the remaining birds gave pursuit. For those that witnessed the events unfold, they cheered for the slender stallion, or in the case of one observer, dropped his binoculars. Twilight would've saved them from hitting the white floor, except the gears in her mind jammed.

"How in Equestria?" She rubbed her eyes. "What… did anyone else see that?"

"If that was a mirage," Rarity patted off her sweat with a decorative washcloth ", it was quite convincing."

Pinkie pulled the two unicorns together, "That was no whatchamacallit! That really did happen, but I didn't know Fly-Fly could even do that! Wasn't that cool?"

The Crusaders sure thought so, as they shouted every synonym for awesome.

"Well, looks like even _that_ didn't carry much of a punch," said Applejack, pointing at the seagull that had taken the hit. He had trouble flying straight, but was already catching up to his fellow birds. "Has he done something like this before, Blaze?"

Blaze remained standing for a moment. Part of him was still recovering from the initial shock, but he was also going into his past when he was at Junior Speedster Camp. In his recreation of his memories, he saw Swift, younger but not much smaller than the present, standing outside by the Camp entrance when a taller, majestic pony, with a flowing mane and twin tails arrived. Without exchanging words, she embraced him tight like a teddy bear, although based on the stallion's wriggling, he wasn't exactly enjoying himself.

"Actually…" Blaze scratched his head. "…not exactly. You see, a long time ago, I met Fly's mother, Gale, when she paid him a visit at Camp. When I inquired about her cutie mark, she was gracious enough to tell me how she acquired it, and she even gave me a small demonstration of her abilities. In essence, she was able to manipulate the air around her in methods that are beyond the capabilities of every flier I've ever met in my life. The precision, the power, even the knowledge, it's quite a talent." After a sigh, he continued. "I'll admit that I'm no expert on ponies in general, but since Fly is her son, is it possible that he is capable of the same skills as his mother?"

"Not all the time," Rarity replied, "but in some cases, the child can share the same unique talents as their parents, even if their cutie marks are completely unrelated."

"Except the parent will _always_ be better at that talent," added Twilight. "For example, I know the same gem-seeking spell as Rarity, but even then, I'm just an amateur at finding them." Her eyes focused on the lizard leading the race. "Hmm, come to think of it, Gecks has that same talent too, doesn't he?"

Blaze got up from his seat. "Yes. I failed to make that connection until now. I believe that lizard's unique wings make such abilities possible." His eyes narrowed. "However, I don't recall him being this proficient at it back in Camp. With the passage of time, I'm curious if—"

Like an alarm clock, Pinkie trembled in front of him, touched her muzzle, stuck out her tongue, and finally spun around in mid-air, defying physics for three seconds before falling on her back. The usually charismatic pony was now chattering her teeth, her pupils in full retreat. "Oh, this is bad, bad, baddddd!"

The falcon stepped back, as Twilight helped her friend up.

"What's bad?" she said, sharing the same frightened look. "What's going to happen? When? Where? How?"

"I'm not sure, but there's big, BIG trouble coming!"

Fluttershy let out a long eek. "Trouble? I'm staying down here!"

Chicane's urgent voice startled the group, "This is incredible! Hermes Goossens is making a move of his own! I think they saw the lap counter and decided it's go time!"

Moments later, coming out of the tunnel, a shocking sight emerged. All the geese had gone on the attack, except it wasn't against Rainbow and her squadron.

"This is totally bogus!" Gilda screeched, whacking away one of the birds. "You're supposed to be helping us!"

Goossens ripped a shrill laugh. "Oh, but you forget the saying, keep your friends close, and keep your enemies…" He charged after the lizard. "…closer!"

Gecks struck him with his hind legs, keeping the goose at bay. "But _you_ forget that you shouldn't bite the hand that feeds, especially when that hand's…" He started a roll. "…strong!" He chopped Goossens on his back, making him wobble.

A length behind, Rainbow had trouble keeping her stiff jaw up. "What… what's going on?"

"An ally has turned to a foe," Wolfmacher replied with a cocky grin. "Actually, geese are _never _allies! They're just thorns on our coats!"

"Who cares what's going on?" McPecks interrupted, his eyes sparkling with anticipation. "The lead's for the taking! Chargggge!"

Before Rainbow could scream wait, the pelicans accelerated right into the mix, with the wolves following behind, howling with joy. She couldn't blame them, for her instincts told her that the race was heating up. There was only one thing holding her back, and when she tried making her body slippery for extra speed, she got the reminder.

"Ow, ow, ow, ow!" she cried, her spine throbbing in agony.

She was used to working through pain, but even this was too much to overcome, so Rainbow resumed to a lesser aerodynamic profile. She became a spectator to what became an aerial ballet at the front, but all the weaving and bobbing gave her a light of hope, as their relative speed dropped at every turn. The problem was that everyone behind her noticed the same thing, and it triggered a ravenous hunger for victory that kicked gears into overdrive. One by one, racers went past Rainbow, nudging each other for room even though they had been on friendly terms not even a minute ago. In fact, other than the leading lizard, just about everyone ahead rubbed, shoved, and shouted at each other, as the constant contact littered the air with feathers of every color. At the scoreboard, its operators fought a futile battle to update the patrons of the top twenty or so positions. The first numbers that they left untouched was twenty one and seven, belonging to Spitfire and Soarin, followed by the Harriers' forty-nine and ninety, and then thirty seven, with that number's owner struggling for speed.

"So…," Swift panted, "…tired!"

While his wings picked up the draft from the harriers, his momentum had stalled. A head turn verified that the seagulls were two cloud hoops behind and falling, while his team would be on their tails within five to ten laps. Facing forwards again, the birds that he was pursuing had gone around the two Wonderbolts on the inside, and then made a beeline toward what appeared to be a swarm.

"Shoot! Can't… lose them!"

More power, he pleaded, but only his right wing responded. Already, he could hear Lionheart's warning echo within his mind, but a more urgent instinct told him he had to hurry, and it wasn't because there was about fifty laps left in the race. Whatever the sensation was, it made him forget that his body was overheating, aching all over, and running low on gas. It took all but a lap to reach the tail of his distant relative.

"Cousin Swiffy!" said Soarin, waving with a goofy grin.

Swift had to collect his breath, so he could speak loud enough. "'Sup..." That was all he could manage.

"Looks like you really had to work your way up here!" remarked Spitfire, looking over Swift's coat, covered with grime, gashes, and gunk.

"You could…" He stuck out his tongue, so he could ingest some mist. "…say that!"

Soarin had a light bulb turn on. "Hey! How about you fly with us for a while, and get a breather?"

"I… can't!" He pointed at a cyan dot near the back of the large group. "Rainbow… I… have to… catch—"

Spitfire saluted the stallion, "Understood! You have a teammate to look after, just like I have to _babysit_ a certain pony who can't fly too fast, because he had too many sweets before the race!"

"But I was really hungry!" Soarin moaned.

The mare slapped her face. "Listen, Swift! If you want to join up with your friend, you should go now!" At the flip of a switch, her tone shifted to a harsh instructor. "And I mean nowwwwwww!"

Swift gassed it right by the Wonderbolts, somewhat shaken that what he thought was a friendly leader was now barking orders.

"Flap those wings! Straighten up! Let me see that sweat! I've seen bumblebees fly faster than that! You're not breaking any records with that performance!"

Once Swift had pulled away, Soarin gave her fellow teammate a tap. "Whoa, now! What was that about?"

She winked at him, while returning her voice to normal, "Oh, just part of something big that I'm working on! What do you think, Soarin?"

Words such as scary, overbearing, and unfitting floated around Soarin's head, but he tossed them aside. "It… works, I guess!" he said with an uneasy grin. "My cousin sure got going, didn't he?"

There was some truth in that, as by the next lap, Swift could sense the large group's draft relieving some of the stress on his wings, which begged him to ease off the throttle. He couldn't, however, not when Rainbow Dash was within reach, and certainly not when he could taste imminent danger in the air. He wished she would see him coming, but she was too busy looking for a way forward, while fighting off the harriers, who without provocation, nudged her aside.

"Hey!"

She returned the favor, squeezing one of them into a female hawk, who drifted sideways in a way that made Chicane jump off of his seat.

"Oh, she's sliding through the turn! Can she save it?"

The hawk swerved for control, but ended up bouncing off a pelican. Somehow, the collision straightened her path, just as three geese at the front went after Gilda in second place. With a throaty roar, she whacked one assailant, but the other two scored a direct hit, staggering her into an unpredictable zigzag that caught everyone behind off guard. Competitors bumped into each other in panic, as they tried avoiding the griffon.

"Wiggle, bump, yes! Chicane announced, clutching his chest. "They straighten back up! Sweet, Celestia, they're still racing!"

Gilda got back in the pack, although from the spectator's view, it was one lizard followed by a disorganized flock totaling more than twenty. Room became a precious commodity, as even mere inches in any direction meant touching wingtip with someone else. Cloud hoop through cloud hoop they went, using all three dimensions in between them to make a pass. Some attempts failed, other succeeded, but each one made the volume of the crowd rise, while their hearts leapt every time a competitor was on the edge of control. Chicane had no chance in describing every maneuver, but he attempted to anyway, not even pausing for a much-needed drink. Lap after lap, the competitors demonstrated a combined level of flying prowess that had never been seen before in Equestria, or in any other nation. It was the closest thing to controlled chaos, but one single spark could set it all off, and at the head of the pack, Gecks had the match.

_Yes, yes! This is perfect! _His fangs dripped acid, as his eye slits remained in the open position. _All my rivals are together in a nice, little package! Must they make it this easy for me? _

At the first turn, an eagle went for the lead, but Gecks pushed him away with ease.

_I dare not do this in plain sight. No. I don't want them to see it coming. _Gecks could hardly contain his devious smile._ Yes, no one will see it coming!_

As he entered the tunnel, Gecks gave both his delta wings a wriggle. They were his ace in the hole, his most beloved gift, his weapon of choice. Every challenge that involved flying, he wanted nothing other than being the top of the pyramid, and he didn't care how he got there. Gecks had been waiting for a day like today, where everyone would know his greatness, and no griffon, goose, flying wolf, pegasus, hawk, eagle, or any other creature was going to deny him that honor. Confident he was, that he could defeat anyone without using dirty tactics, but he was never one to take chances, especially when this window of opportunity was like a plumb rat on a silver platter. With one action, he could rid himself of all his threats, including a slender pony that was at the verge of catching up to the pack, the same one that bested him in Junior Speedsters, the one he wanted to go down the most. His defeat would be the cherry on the top on his victory sundae, and he couldn't wait any longer to swallow it whole.

When he reached the tunnel's midpoint, the flying lizard hit the afterburners, giving him an extra boost that increased his lead to the point that no one could interfere with his plans. His wings began fluttering at a rate that made a deafening, roaring sound. Air oscillated under them, which made the lizard's body go into violent convulsions, but he kept his forward momentum, and waited until he was nearly back into the open world. Gecks readied himself for a spin, keeping one eye on the approaching field, as he opened his mouth for the phrase he'd been waiting to say, the bow on top of the present he bought for himself.

"Ssssayonara, suckers!"


	10. Top Wings

**Chapter 10 – Top Wing**

Trouble, big trouble.

Swift could hardly believe his eyes. The mud-colored lizard unleashed a massive aerial torrent, obliterating the tunnel's inner lining, which tossed blinding white all over the air. The moment the wave hit its first victim, McPecks, it send him spinning right into an eagle, who then collided into a hawk. At the same time, two further down the pack crashed into the walls, while a third flier flipped upwards, bounced off the ceiling, and collided with two pelicans, scattering feathers. Even those who survived the initial wave found themselves blind, unable to spot any hazards until it was too late. In the middle of the fog, Rainbow kept going forward, but then, a whirling shadowy figure grazed her wingtip, sending her heart rate to its absolute limits. A panicked screech made her ear twitch, but she didn't know where it was coming from. The noise reached its apex below her hooves, and then tapered off, as daylight broke through the fog. However, it disappeared just as fast, as a large body blocked it. Rainbow banked hard right, but she was out of time. All she could do is brace her body for the painful knockout.

Instead, two hooves wrapped around her chest, and yanked the mare left. There was no need to ask who it was; the pony's soft, gray coat gave it away. Ahead came the exit, but there was one tumbling seagull in their path, ready to doom the rescue effort. Swift aimed down and left, but his weaker wing didn't respond, despite his desperate grunts for power.

"No! Rainbow! Hold—"

With a roll, she swapped positions, and with a strong wing flap, took Swift down with her. Their momentum sent them out of the tunnel, and right into the soft cloud layer below, where they slid across the surface before coming to a stop. Yellow flags flew around them, while the sun above dried up the moisture in their eyes. Even though the crowds were gasping in terror, neither could hear much of anything, as they were in a zone between consciousness and sleep. It was only when Rainbow started groaning, that Swift snapped back into reality, and dragged himself in her direction.

"Rainbow? Rainbow!" He waved his hoof across her half-opened eyes. "Oh, shoot! Please tell me you're—"

"Darnit," she chuckled with a low voice. "You really didn't need to save me, you know." The mare took her time getting up, favoring her back once upright. "I had everything under control."

"Really?" Swift responded flatly.

Rainbow tussled his forelock, "Ok, ok, maybe not, but you gotta admit I saved your behind too." A realization came to her, making her stand back. "Whoa!" She scanned him over, stunned that he appeared as though the stallion had combated a thunderstorm. "What in Equestria happened to you?"

He grabbed onto his mane with a nervous laugh. "Well, I had some… _trouble_ catching up to ya." Swift could already see worry building up in her friend's conscience. "N–no worries, Rainbow! I'm just," He shook his body to make a point ", really, really sore."

Before he could continue, the track's medical descended upon them. Only then did it dawn on the pegasi the devastation that was all around them. A few feet away, an eagle with a lump on the head fought to get up, but surrendered to gravity, while a small pelican next to him had all the feathers on his wing bent in acute angles. Nearby were more competitors writhing in agony, and a golden goose limping his way around the corner, ignoring the staff that tried to stop him. By the speedway's wall, a solitary flaming orange wolf laid motionless.

"Wolfmacher!" Rainbow yelled, pushing away a nurse.

She ran toward him, but to her surprise, the flying wolf came to life with a subtle growl. With a flip, he got up, but had trouble keeping steady. Swift lent him support, which he accepted without a fight.

"Holy smokes!" said Rainbow. "Are you all right?"

His head moved, although she couldn't tell if that was a yes or no. "My wolves…" he mumbles. Wolfmacher picked up faint whimpers, so he blinked his eyes until they came into focus. They were a few feet away, moving, but only because they reacted to medical ponies adding ointments on their bodies. "…they surrounded me… when everything went wrong."

Swift asked, "They were protecting you?"

"Ja, young stallion," Wolfmacher replied, removing his paw from Swift's body. The leader wolf walked up to his teammates, who did their best to hide their faces, expecting a scolding. Instead, Wolfmacher flashed a smile, while banging his chest once. "Your actions have done me and the Flying Wolf Squadron proud! Rest now, for I will finish this race on my own, for my honor, your honor, and for the squadron's!"

His subordinates responded with a chest bump of their own.

"You're getting soft, Wolfmacher," said an approaching voice.

The wolf turned around, finding McPecks on a stretcher, carried by two burly pegasus. No one had to ask whether he would be flying again, given all the bandages around his body, but the pelican informed them anyway, along with some more bad news.

"My team's done for, kaput." Despite his condition, he managed to let out a genuine laugh. "Too bad. I was looking forward to battling all of you at the end, and put on a good show. Just do a favor." McPecks lifted his head with a furrowed brow. "Get… Gecks!"

With a nod, the workers carried him away, while others told the remaining three they had to stop by the platform for an evaluation. Rainbow wanted to protest, but with an ailing back, she had little choice, but to follow Swift and Wolfmacher around the third turn, much to the relief of their biggest fans.

"Heavens to Besty!" Applejack exclaimed, using her Stetson to whisk her nerves away. "I haven't seen that type of calamity since that bull got loose at the rodeo last year!"

Twilight shook her head, frowning as the medical staff carried off the injured competitors one-by-one. "They were all doing so well. I wonder exactly what happened."

"I think I have the answer," said Spike, pulling a picture out of his camera.

The bookworm levitated it above their heads for all to see. The dragon had taken a shot of the tunnel exit, where in the middle was something swirling. Blaze snatched it from the air for a closer look. After a few seconds, he put it down, with his head boiling red.

"That devious lizard," he said in a soft, but scornful way. "Does he have no respect for his fellow racer?"

Pinkie yanked the picture away, and ripped it into shreds. "Why that no-good meany pants! That's it! I didn't want to do this, but he's really going to get it now!" She pulled out a parchment out of nowhere along with a quill. With a swipe, she crossed off _Gecks Lizaurus_ from the list. "There! No birthday party for him this year!"

"That's really showing him, dear" said Rarity, shaking her head. "Maybe you shouldn't invite him to the post-race party as well."

"Good idea!" the pink pony replied, oblivious to the fashionista sarcasm. "Well, that might be too harsh. Maybe he can come for just an hour?"

The Crusaders facehoofed.

Below the bleachers, Fluttershy continued covering her eyes. "Is it safe to come out now?"

Twilight checked the crash site once again. "Maybe a few more minutes."

The yellows stayed out, as the nurses assisted the last few injured racers out of the tunnel. Its exit had lost much of its form, as clouds bits fell off the roof like snow melting in the spring. On her right, the open platform had become a makeshift triage center, a place where doctors decided the outcome for every injured competitor. For most, the news meant that they went inside the Cloudiseum with their heads hung long, their hopes of victory dashed. The fortunate few that got the all clear returned to the track the second they got the okay, rejoining the fortunate few that got through the fracas unscathed. The one that started it all made his appearance at the third turn to universal disapproval.

"Boo all you want," yelled Gecks, taunting the spectators with his slimy tongue. "This race has already been—" He sensed someone coming fast, and when he saw who it was, his joy vanished. "Oh, it's you, Gilda."

Indeed, the griffon had survived the big crash, but rather than feel lucky, her eyes sprouted fire, as she grabbed the lizard by the neck. "You tried taking me out, didn't you? Didn't you!"

For the less courageous, angering a half lion-half eagle would make them plead for mercy. Gecks, however, was either brave or nuts, as he had the nerve to smile. "Like I told you, I was waiting for the right opportunity, and it just so happened that that traitorous Gooseens and his pests put you in a… _unfortunate_ position. Look around you. I took care of them, and most of our competition. Besides, survival of the fittest, isn't that right, Gilda?"

Her grip loosened, as she recognized that saying. _Was he spying on me?_

"Admit it. You would've done the same thing if you were in my position." He slipped away from her claw. "Since you made it through, then I suggest we continue working together. That way, we can pull away from all these pests, and that way, you can… settle the score, and whatever happens, we'll both finish on top. What do you say?"

Gilda thought the plan tasted bitter as a lemon, but then again, based on his somewhat labored breathing, she got the impression that Gecks couldn't pull off the same powerful move again. Also, with all the damage to the tunnel, she didn't expect the green to appear anytime soon, which would allow everyone a long rest for the final run. There was no telling who's been hiding their true speed until now. When she looked down the field at the remaining competitors, there were more than she had expected. Both the harriers had assumed third and fourth positions, while a hawk, eagle, and four seagulls made up the rest of the top ten. After that were the two Wonderbolts, followed by what had been Swift's group at the race start, now with Sir Lionheart and Thunderlane at the helm. Catching up to the pack was Swift, Rainbow, and Fangs Wolfmacher, with no more than five others trailing them.

_ I bet none of these dweebs are gonna hook up with me!_

She wanted nothing more than to tear the lizard to shreds, but even an unreliable ally was better than having none. Besides, she was confident she could take Gecks out whenever that time came.

"You got a deal," Gilda replied, shaking his hand. _But I'll be watching you._

* * *

><p>Thirty-four laps to go.<p>

With the tunnel repairs nearing completion, Swift was wrapping up recanting his adventures going through the field with those around him. Rainbow already had eaten up much of the time embellishing her battles for the lead, not allowing Lionheart or Wolfmacher to interrupt with inconvenient truths. She had no qualms interjecting others, so she could somehow squeeze in another one of her personal feats. When Swift reached the part about the seagulls, she had no counter, except for one.

"That's a bunch of baloney!" said Rainbow with a dismissive hoof.

"But he did," Thunderlane answered. "Lionheart and I were far away, but Swift did… something and…" The mohawk stallion rolled around. "… the seagull went just like that! C'mon, dude! Show her the move!"

All eyes shifted to the agile pony, anticipating something remarkable. Instead, they saw a somewhat nervous Swift swat his right wing like it was a tennis racket, blowing some unwelcome blow-dryer air on everyone's faces. His efforts futile, he shrugged, as his mind worked on an explanation.

After a sigh, "I remember now. My mom kept wanting to teach me this thing, said it would help me", He did aerial quotes, "clear clouds faster. Every time I tried, though," he repeated the motions, "nothing happened."

Lionheart snapped his claw. "Then there must be a trigger, lad!"

"Or he's just making this whole story up," said Rainbow, delivering a noogie to her stallion friend. "I'll give you points for originality, but there's no way you did that."

Swift moaned, annoyed that she wouldn't believe him.

"If you two pegasi are done," Wolfmacher interrupted. ", we have a race to worry about."

Thunderlane's head swiveled between Rainbow, and Swift, "So who's leading now?"

"That's right!" added Echo. "We're finally together now!" He gave a wing slap to one of the owls.

Wolfmacher crossed his arms, while turning away. "I"ve already made my intentions clear before the race, ja? Once we get this far, I'm on my own," he raised his paw, "but…" He faced the entire group. "…but we all have a common foe. If anyone can join me up front, then we can still… _cooperate._"

"All right, I'll be there _way_ before you," Rainbow chided with a sly smirk.

The wolf howled a laugh. "Such confidence for a pony with a back problem. We shall see if you have the mettle to go one-on-one against me, Fangs Wolfmacher!"

"Don't forget me," said Thunderlane, combing through his Mohawk, and then stretching out his body. "I feel so charged it! It's like I haven't done much racing at all!"

"That's because you've been lazy as usual, Thunderlane," Rainbow replied, poking him. "You would've quit a long time ago if you didn't have Swift _and_ Lionheart around to carry most of the load."

Lionheart gave the smallest of nods. _Yes, he was more eager to draft me than the other way around. _He kept that criticism to himself, however. "I wish I could be part of the scrap for the lead, but my feathers don't come back in hours. I'll help you the best I can, but I can't guarantee that I can keep up." He acknowledged the slower creatures, including the owls, bats, and gargoyle clan. "I suggest that all of you continue working together. Oh, and Swift, it would seem a waste to ask, but what do you intend on doing, lad?"

Swift tapped his nose, "I go where she goes."

"So it's settled then," added Rainbow. "Time to show a lizard and griffon who's the best."

With impeccable timing, the flag pony held up the yellow flag wrapped around its pole, signaling there was one more caution lap. By the time the field reached the first turn, the competitors found their restart positions, although Rainbow wasn't enjoying the view.

"So far back," she moaned. "Even that lazy Thunderlane's ahead of us. They just had to make us pull over! They couldn't even do anything for me!" Rainbow rubbed the area between her wings, sore when flat, but crippling if she tried arching it. Not even Applejack's pretzel chiropractic services would help her, only rest, but that wasn't an option. At the least, she had her most trusted ally the next row forward. "Hey, how's that wing feeling, Swift?"

He gave his feathered appendage a few flexes. A long yellow was proving a better medicine than some nurse tapping his wing with a rubber hammer, but even so, his muscles felt like rusted gears. "It still doesn't feel right."

"Is that fear I smell from the young stallion?" Wolfmacher sneered at the pony to his left. "My head throbs uncontrollably, but that won't stop me!" His paw then pointed at empty air on both Swift's sides. "And why are there suddenly two of you? Is this a trick you've saved for last?"

"Eh?"

There was no time for ask. The field was going through the last turn, with competitors falling back so they can practice timing their acceleration. It then dawned on him on whether his initial burst would even work given his deteriorating condition, let alone if he had enough maneuverability to pass. Rainbow urged him to, since she planned to have him guide her toward the front. Despite Swift's warning that the turbulent air would be too much to handle, she had her eyes trained at the light blue tail, ready for whatever would come.

"Give me all you got!" she encouraged him.

Sputter.

His boost gave out in less than a second, but even so, Rainbow's mane wanted to leave her head. Fortunately, she survived the disruptive wake, and better yet, Swift had timed the restart well. By Turn One, the duo cleared most of their slower, but friendly racers, so she used that time to use her top speed advantage, and swap positions. Wolfmacher joined in behind them, while the upcoming Thundelane and Lionheart waited until the second turn, before merging with the line. With a head turn, the noble griffon checked on the group he had led for a part of the race, now headed by a gargoyle.

_They should be all right now. _

What was troubling, however, was Lionheart's speed, hampered by excessive drag on his wings. Little by little, his companions were pulling away, save for Thunderlane, who had the throttles beyond his limits just so he could limit the time loss to Wolfmacher. The wolf had his own troubles, his vision making him see either a blurry world or four pegasi. Swift's body temperature gauge was already heading towards red, triggering searing sweat that the tunnel's mist couldn't cool off fast enough. His biggest worry, though, was that he had to occasionally lift off the gas, less he'd run right into Rainbow. She was having a fight of her own, clawing for more speed that her pain tolerance rejected. Already, she could tell Gecks and Gilda had continued their alliance, and had pulled themselves away from everyone else, much to the disdain of Rainbow's friends.

"Is she that daft?" said Rarity, her sights set on the female griffon. "Why would Gilda even cooperate with someone so untrustworthy?"

"Because they're two seconds ahead of the harriers," replied Spike, reading off his portable stopwatch. "If they keep this up, no one can stop them." He watched an eagle and hawk behind the harriers line up, and make a pass below them. "Or maybe those two can."

"I don't know about that," Scootaloo compared the competitor's chart with those on the racetrack, "that eagle, Talonson, and... um…" She had trouble finding the hawk.

Sweetie Ball pointed at the racer's picture, "Jet Beakington."

"Right. Yeah, their stats aren't that great. There's no way—"

Blaze squawked as Chicane came back on.

"Talonson and Beakington have a head of steam as they go down the front stretch! They've tucked in behind Gilda, getting that valuable draft heading into Turn One! Talonson tries going up but the griffon blocks! She goes for a strike but misses! Who saw this coming?"

The falcon struck his head, groaning. Grabbing the sheet, he tore it into small pieces. "My apologies, everyone, fillies, but it appears that my chart may not be that accurate after all. I should've have known that it was a fool's errand."

"Don't worry about it," Twilight chimed. "Nobody's perfect. Besides, this might not be such a bad thing. Maybe those two can slow Gilda and Gecks down."

Sure enough, the lead spot was coming under heavy fire, thanks to some crafty maneuvering from the eagle-hawk combination. While neither could snatch the top spot, they stayed away from Gilda's talons and Gecks' wing gusts, forcing them to move in and out of formation. While the harriers were now three seconds behind, the gap had frozen, while at the same time, Rainbow and her line was coming up to the Wonderbolts, trailing the four seagulls by a cloud hoop. Their biggest fan wanted to ask them about how their race had been so far, but this was the wrong time and place, so she went straight to business.

"Hey, Spitfire! Are those birds up ahead giving you trouble?"

She replied with a headshake, "Not exactly, but," She gestured at Swift, "I know he did! Playing it safe until there's an opening, I guess!"

Rainbow smiled like a cool customer. Here was a golden opportunity to impress her idols, but she had to be quick about it. "Oh, really? How about we help you get past them? I got a plan!"

"So you say!" said Spitfire, smirking. "Let's hear it, rookie!"

"Okay! We got the numbers advantage, and these seagulls usually go after just one racer! All we need is a decoy, and guess what? We got the perfect one!"

Swift found himself on the other side of Rainbow's pointing hoof. His eyes twitched at the thought, "What!?"

Rainbow winked, "Don't worry about it! I'll keep those birds away until we're clear! Everyone else, sneak on by! No, no! I don't need any help! I totally got this!"

For a strategy, it was simple, but likely to succeed, which made it popular within the group, except with the grey stallion. All he could do is moan, as Rainbow told him to swap places, so he could draw the gulls in, like bait on a fishing rod. The moment he closed the margin to a cloud hoop, the fishes came for a tasty bite of Swift Flying, but the rainbow shark charged in their direction. With a yawn, she shoved one aside, and then with the second aggressor, she went with a shoulder thrust. As she went after the third seagull, Rainbow kept an eye on her idols and companions passing through, hoping they were watching her awesomeness on the track.

"Take this!" she yelled.

The instant Rainbow moved for the hit, her back rendered her immobile as though someone had cast a net over her body, making her an easy target for a face full of webbed feet. Her pupils ballooned at an imminent, teeth-shattering blow, but within inches of her snout, an energy wave came from her left faster than she could blink, and delivered a haymaker that sent the seagull into a nasty spin cycle. Moments later, she saw her savior, a slender, agile pony named Swift Flying, except her mind short-circuited, not believing that's who it was. She loosened her jaw to say his name, but the sight of the last seagull coming in fast snapped her out of her stupor. Before she could warn him, another rescuer flicked off the bird, and when the others came for a second round, they retreated once hearing a long, deep roar.

"Away, you stinkin' birds!" shouted Lionheart. When he faced the two pegasi, he cleared his throat, realizing he rattled them. "Sorry about that, but even a griffon like me has limits! No time to dawdle! Let's go!"

With the laps down to less than twenty-five, neither Rainbow nor Swift could pause to think on what just unfolded. In half a lap, they caught up to Thunderlane, who just decoupled from the Wolfmacher-Wonderbolt train.

"Guess I am lazy _and _slow," said Thunderlane with a cheeky grin.

Lionheart slipped in behind the pony, "You two go on ahead! I'll just slow you down! Go! GO!"

Rainbow and Swift continued on, with the latter looking back with an overbearing feeling that he wouldn't see them again until they crossed the checkers. Thunderlane believed the same, so he shouted some parting words, just in case.

"You better win, Swift!"

The mare's instinct told her to counter that statement, except something else had made its unwelcome return to her conscience, a phrase that played like a broken record.

_I'll do whatever it takes to win. I'll do whatever it takes to win. I'll do whatever it takes to win._

Rainbow yanked the needle away, unwilling to hear it anymore. The last thing she needed was another distraction, like with what was becoming an iron-hot cattle prod jammed into her spine, even with her body straight like a ruler. Swift continued backing off even more to the point that their combined speed was no longer getting them closer to the Wonderbolts. He had no choice, but to tell her words he never thought he'd say to Rainbow in his lifetime.

"You're too slow!"

Before she could react, he took over the lead spot with surprising ease. She mumbled, not appreciating such an abrupt action, but Swift sliced the air with such efficiency that the stress on her injury receded to minimum levels. With great care, she added more speed until her snout was all but touching his tail. The new arrangement produced immediate results, catching up to within two lengths of their allies at Turn One, as they were reaching the harriers. It was a given they would block, but as their biggest threat was only nudging their opponents, they would only prove a roadblock for a lap at most, troubling for the lizard that spent half his time looking over his shoulder. For the first time in this race, real panic spread through his long, striped body.

_This can't be! How are they still on the track? I'm having—_ He swiped at Beakington, keeping him at bay —_enough trouble with these pests!_ _I need to swat them away for good. _He glanced at Gilda with a venomous smile. _And if I can, you along with them._

Gilda had similar thoughts, as she checked the pylon. Fourteen laps, that's how much was left before she could rub that massive trophy on everyone's faces, especially Rainbow Dash, the one she saw as a traitor for changing into somepony else that hangs out with the lamer crowds. Then again, she admitted that she would be a more reliable racing partner right now than the trickster lizard, someone that she kept an eye on at all times, less he tries selling her down the river. While she had to applaud him for his cunning, it was time to repay the favor with her ace in the sleeve. Gecks might have disruptive wings, but his actual strength paled in comparison to her massive muscles. All she needed was to catch the lizard by its tail, preferably when he wasn't paying attention, and toss him away. Gilda had scrutinized all his moves, so there would be no slip-ups, no surprises, only success. She even knew when to pounce, right at the tunnel exit where the sun's gleam disrupted the senses long enough to give her the window of opportunity. The next time she approached it, Gecks was busy fending off Talonson and Beakington, perfect timing for the griffon that was ready to claim her spot at the top. Feet from the exit, she lunged at the swinging tail.

_Survival of the fittest, Gecks! _

Her claws caught air, harmless warm air, while the sun became her worst enemy, bombarding her with painful white. In desperation, she grabbed around her surroundings for the lizard, only for his scaly face to cross her sights, his venom yellow eyes sending her a message that needed no translation.

Checkmate.

Gecks spun around the griffon, creating a vortex that pulled in the eagle and hawk, a bonus the lizard hadn't expected. However, this move only had enough power to toss one in the air, not three, and he could already feel the turbulence beginning to affect his movements. An ingenious idea floated to the top of his consciousness, so he trained his crosshairs onto the harriers, and those trying to pass them.

"Eat this, suckers!"

Twisting his body, Gecks ejected his three spinning victims in the wrong direction. Swift and Rainbow stayed on the throttle, missing the out-of-control trio by inches, while Wolfmacher saw targets coming his way. In a panic, he slammed the brakes, and went into a three sixty, forcing the trailing Wonderbolts to come to an emergency stop on opposite sides of the track. Beakington and Talonson all but regained control, but they touched wingtips, pushing them apart and right through a cloud hoop, which disintegrated. The griffon's wings pushed against the air, until it propelled her forward just as the yellows flew around the track.

"Unacceptable!" Gecks slithered with a long hiss. "That's the last thing I needed!"

A unicorn watching from the stands thought otherwise. "That exactly what they needed," said Twilight. "Looks like everyone's okay too."

Blaze believed the same thing, although he kept his arms crossed. "I will have a _lengthy_ discussion with race officials after this competition is over. I cannot believe they turn a blind eye to these kinds of tactics."

"Is the race over now?" muttered Fluttershy as she got out from her hiding spot below the bleachers. "Please tell me it's over."

Pinkie brought her closer, "No, silly! You're just in time for the best part!"

"The _best _part?" Much of what the shy pony had seen or heard made her spend her time counting the number of patrons within eyesight that were wearing hats. She lost count at seventy-three. "Please tell me your Pinkie Sense is telling you no one else is getting hurt."

It hadn't, but Pinkie wasn't above telling a little white lie, so her friend would relax. "Don't you worry! It's gonna be an uber duper fun finish! So, who are you rooting for?"

A few months ago, the answer was simple, Rainbow Dash. Even with Swift in the picture, she had to go with the pony she had been around since Flight School. Of course, she wasn't going to say it aloud to spare everyone's feelings. "Oh, I… just hope everyone finishes safe and sound."

Scootaloo shouted Rainbow's name, but her two companions went with the stallion. Not surprisingly, they started bickering with each other.

"Well, I gotta back Rainbow here," Applejack interrupted, "but I'll be just as happy if Swift takes the win. Heck, I won't complain as long as it ain't that varmint, or Gilda."

"Speaking of Gilda," added Rarity, "I wonder what she'll do now."

They all watched the griffon shake her claw in Gecks' direction. Apparently, her tirade made Rainbow slap her sides.

"Hey, I thought you'd be _cool with it_ if he tried to take you out," Rainbow snickered.

"Buzz off!" Gilda growled. "And you better get out of my way on the restart! I'm going to take care of Gecks myself and then take the win!"

Wolfmacher guffawed, which earned him a face full of griffon asking him what was so funny. "You did such a great job last time. Be my guest and get yourself taken out again. That will just be one less I have to deal with."

Gilda shoved the wolf, "Go eat a bone, _dog_!"

He replied in kind, "Drink some milk, kitty cat!"

Spitfire pushed the two apart. "Cut it out," she yelled with authority. Once both backed off, she returned to her cool, slick voice. "Look, we're not going to get anywhere by arguing with one another."

"I must agree," interjected Lionheart. "I think it's safe to say that we'd rather race without Gecks in the picture, but alas, I don't have the speed to catch up to him."

Thunderlane looked away, "Yeah, I'm kinda in the same boat too. Sorry."

"Spitfire and I promised Princess Celestia that we would race everyone clean," added Soarin.

"You're all a bunch of lame-o's!" Gilda snapped. "Are all of you that scared of taking him on?"

Wolfmacher pointed at the lizard, staying one cloud hoop away, "He just handled three competitors at once! Charging in without a plan would be foolish! Did _you_ even have one?"

Gilda engaged the wolf in a growling war. "Of course I did. Just need to think of another one."

"I have a plan," Swift said, raising his hoof.

"Pu-lease, scrawny!" Gilda scoffed, rolling her eyes. "Like a rookie racer can come up with something!"

Rainbow barked, "Back off, G! You've had your chance and you blew it!" She nodded at Swift. "So, what do you have in mind?"

Swift organized his thoughts into a neat stack, making it easy to connect the dots. His mind projected an image of the spinning lizard, with the swirling air around him. For a casual observer, it would register as a jumbled mess, but in his eyes, he could spot the flowing currents, thanks to having a mother that both demonstrated and tutored him on aerodynamics. While he found her persistence in teaching it to him to be annoying, it was paying dividends in the here and now. "What Gecks did just now isn't as easy as it looks. One slip-up and," His hoof imitated a flier losing control. "All we need to do is for someone to use that attack against him, and I believe I can do it. I just need everyone to stay behind, until I send him flying, so no one else gets pulled in."

Wolfmacher responded with an approving nod. "It would be appropriate justice for that lizard but can you actually pull it off?"

Rainbow responded for him, while rubbing his forelock, "I know he can! He won't let us down!"

"Hold up, kid," Spitfire interrupted. "That's a big risk you're taking. Won't you get taken out as well?"

His ears folded, knowing he hadn't disclosed the big downside. "With the way my wing is right now, probably. That's why I need someone to pull me back on track if I do." He faced Rainbow, pairing up his eyes to hers. "You got my back if that happens, right?"

Rainbow remained silent, as it dawned on her the unequivocal trust her friend had in her, while at the same time, the needle moved back onto the record and played that phrase that she wanted gone. Why now, she asked. She represented the element of loyalty, and yet, with a scant few laps to go, despicable thoughts made their presence known. Again, she pushed them aside, and replied with a small nod.

"Gotcha!" Swift replied with a wink. "I knew I could count on you!"

Her heart panged, as though she had already stabbed him in the back. More conversations broke out around her, but her ears went deaf, too distracted trying to silence her mind. It wasn't until they began lining up for the restart when Gilda, on her outside, drifted right into her ear.

"Hey, listen, Dash," she whispered, "I know we're not on the same page, but let me level with you."

She replied with a snort. "I don't want to hear it."

Gilda ignored the request, "Even if that friend of your pulls it off, if you trying bailing him out, I'll just fly right by you two. I bet you they won't throw a yellow, and guess what, you won't catch back up to me in time."

"I'm _not_ ditching him," she snarled.

"Who said anything about that?" Gilda replied, her beak curving slyly.

Finally, Rainbow's contemplations came in crystal clear, and the color on her face faded off. With only ten laps left, any delay on the track could prove to be the race-losing move. She hated losing, while Swift came to have fun, so she could imagine a scenario where he would understand putting her interests ahead of his. After all, this wasn't a life-or-death situation, only a competition that he wouldn't be in if it wasn't for her. However, her friends, the crowds, the Wonderbolts, Princess Celestia, they would all be witness to her actions, and she couldn't imagine how they would react. They could turn their noses on her, or maybe they would still hand her over that golden, ten-foot trophy with smiles on their faces.

"That's right, Rainbow," said Gilda, nodding her head. "I'll do whatever it takes to win. That's what you said. We'll see about that."

Rainbow stared into space, her mind torn between two choices, while Gilda snickered about the mare's conundrum.

_Heh! All I need is for this dweeb to pull his little plan off! Ugh, just listen to me! I actually don't want him to screw up. Barf!_

She then noticed the lizard on his inside had distracted Swift for the last minute in conversation.

"So you think you can beat me?" Gecks slithered.

Swift had wriggled his way under the lizard's scaly skin. He had to, so Gecks would waste no time in using his move against him. "Gotcha. Just like back in Speedsters."

Gecks' frills flapped open, as did that wound of his defeat. Swift poured in the salt.

"That's right. You thought it was so clever to nudge the hoops with your wings during your first run through the obstacle course. That way, you could break the record the second time, and then move them back on the last go-around, so no one would notice. You thought no one could beat your time, but guess what? I did, and I didn't even have to cheat." He paused for a relaxed sigh. "But I didn't beat you because I wanted to win. I just wanted you to lose, Gecks, because _you_ didn't deserve that record, just like you don't deserve to win today."

By now, Gecks trembled, his tongue slithering all over the place. "Swift Flying," he yelled, pointing with his long finger. "You will not deny me again! If you try even think of passing me, I will not be responsible for what happens to you!"

"Whatever," Swift replied with a smirk. "I'd like to see you try." After facing forward, a large lump fell down his throat. _What in Equestria am I doing? Rainbow's rubbing off on me a little too much_.

Everyone in attendance rose from their seats, as Chicane held the microphone with sweaty hooves.

"We'll have ten laps to go in the inaugural Equestrian Grand Prix," he spoke. "Gecks Lizaurus will lead on this restart. Swift Flying, Rainbow Dash, Fangs Wolfmacher, Spitfire, Soarin, Gray Talonson, Sir Lionheart, Jet Beakington, and Thunderlane make up the top ten!"

"Oh, I can't watch!" Fluttershy said, trying to get away from Pinkie's grasp in vain.

Applejack raised her Stetson high, "Yee haw! You should, Fluttershy, 'cause it's gonna get wild!"

The Crusaders held up their sign, which Rarity was busy adding _or Swift Flying_ below it with fancy handwriting, a compromise they reached to demonstrate they had two ponies in this race. Meanwhile, Spike was working with Twilight on camera positioning, so they could capture the finish without the patrons in the row below them blocking the view. The dragon gave thumbs up as the field approached the final turn.

"Good job, Spike," said Twilight. "Oh, I just can't wait!"

Spike looked all over the speedway grandstands, which made his heart bang against his chest. "Whoa! Do you feel that?"

Blaze nodded. "Yes, this is the moment we've been waiting for, the moment when the champions rise above the rest and compete for the ultimate glory!" He paused, turning down his joy a notch. "How I wish I was down there, but my friend, he has exceeded all of my expectations. Fly," he chuckled, "or Swift, onwards, and Rainbow as well!"

Pinkie pulled out some pom poms, and started shaking them. "Raise your hooves, and make some noise! Green flag's coming! Here we go!"

On cue, the flagpony waved the flag, and without resisting, she allowed all the turbulence to spin her world around until she collapsed facedown. Chicane was on top of the action, despite the PA system becoming indecipherable background noise.

"Gecks and Swift with an excellent restart! Gilda tries taking third but Rainbow closes the door going into one! Swift is now in Gecks' draft and is picking up speed fast!"

Swift was now in his aerodynamic profile at full power. With Rainbow lagging behind as planned, he had no one to push him along, so he would only have one chance for an overtake maneuver. All he needed was to that lizard to blow his top off, and attack with that one move.

"You can't hit me!" he taunted the instant Swift entered the tunnel. "I'm more agile than you are!"

Gecks' frills turned bright orange. "Sssssilence! You shall regret the day you crossed Gecks Lizaurus!"

Leaving the tunnel, Swift aimed at the lizard's inside. Right away, Gecks charged at him with his body ready for his move, triggering Swift's eyes to sparkle. This was it, the make or break point of his plan. Everything banked on him to initiate a spin of his own at just the right time, lest for the lizard to capture and toss him away like yesterday's news. His heart beat echoed, as the airwaves around Gecks made their expected appearance.

_Not yet!_

Gecks tongue wagged in the air, while his wings shook at a ferocious rate. The trap cage over Swift was coming down fast. There was no turning back now.

_Not yet!_

The air around Swift swirled, which tugged on his body like a vacuum cleaner. All his indicator lights turned green.

_Now!_

Swift revved his wings to full, and then twisted in the same direction as the attacking reptilian. His body instantly shuddered as the growing vortex wobbled in mid-air, thanks to his appendages disputing the flow. Gecks found his attitude control slipping by the second, so he lowered the wing power, hoping he could correct it. However, the violent, jerking motions threw off his concentration more and more, putting him in a bigger bind.

"Stoppppp!" Gecks fought to reach Swift, who was in the middle but the centrifugal forces within tightened their hold on him. "You're going to—"

Gecks took off like a rocket, stunning the crowd into a collective gasp. Swift immediately backed off his rotation, but the phenomenon was taking its time dying out, and his left wing was cramping up. He too was losing the battle, but he held on for dear life.

"Can't…" he huffed "… hold—"

His inertia proved too much, as he spun upwards around the last turn's exit. Even with a spiraling world, Swift could tell that he still had a chance to rejoin the track, but someone needed to put a brakes on his rotation now or there was no chance he could slip through the approaching cloud hoop, and his race would effectively be over. He stretched out his hoof, and waited, and then waited some more, as time sped down. Into the water his hopes fell, with the currents pulling it deep down, its air cut off until unconsciousness was at its doorstep.

_Help… me._

"I got you!"

Blazing through the open skies, Rainbow snatched onto her friend, and then yanked him downwards, eliciting a deafening roar from the spectators.

"Incredible," shouted Chicane, now standing on the announcing table. "Rainbow not only saves Swift, they get back in line just ahead of Wolfmacher in third! However, Gilda took advantage and is four seconds ahead with nine laps to go!"

"Full power!" Wolfmacher commanded the two pegasi in front.

Rainbow already was going past her pain limits, her tear ducts opened wide, her teeth chomping on her lips, but alas, the gains on Gilda were inches when she needed miles. Whatever hopes she had of catching up in the head of the line disappeared the moment she chose her friend, but she wasn't quitting this hand, not when she had a wild card. She waved her hoof, repeating the word switch to the trailing pony.

Recognizing the command, Swift became the engine that powered the formation that had three pegasi and a wolf. At every cloud hoop, their speeds picked up, chipping away at the lead with every flap.

Eight to go.

Again, Wolfmacher howled for maximum power, but suddenly, his head whacked him with a throb painful enough that he veered off the line, making the two Wonderbolts scatter.

"Oh no," Chicane exclaimed.

His headache backed off, allowing him to correct his flight path, but the three competitors paid a heavy price. They could only catch a whiff of Rainbow's draft, but could get no closer. Swift instantly sensed the subtle drop-off in their speed.

"Oh shoot! Should be let them catch up?"

Rainbow looked at him as though he was insane, "Of course we can't! If we do, we'll never catch up to Gilda! They'll be fine! Keep going!"

Meanwhile, Gilda performed a head check, which made her mouth out a curse word. She hadn't expected Swift to be around, let alone tugging Rainbow along for the ride. The griffon checked all her instruments, confirming she had everything at one hundred percent. All she had left is ignore her limits, and over-rev the wings. While that had narrowed the loss in time to half a second, there was no denying it. Two ponies flying together were faster than a solitary griffon.

Seven to go.

From the grandstands, Blaze worked overtime crunching numbers in his head, while those around him chased around their two pegasi friends around the track with their eyes. Only the massive Cloudiseum broke their concentrative effort.

"One hundred ninety seven!" said Blaze, pounding his claws together.

Applejack scratched her head, "What are you getting at?"

"That's the lap they will reach Gilda, that's if the next interval we hear is less than two seconds. Please tell me I'm correct!"

They kept their ears open, while Chicane went on about what was going behind the leaders.

"Lionheart has pulled ahead of the battle between Beakington and Thunderlane. Talonson is falling way behind to a group of about ten currently headed by the gargoyles. Gilda crosses the stripe once again, and she's only six laps away from the checkers! The Swift-Rainbow train is now only one point seven seconds behind! They might actually … oh!"

At the first turn, Swift wiggled, causing the air behind to rock Rainbow sideways. The stallion composed himself, only for his body to shift left.

"What's wrong?" Rainbow panted.

Swift could sense the smaller gears jamming within his left wing, while his fuel gauge indicated he was running on fumes. "It's, ow! Shoot! I can't hold it!"

"Tough it out!" Her voice cracked, "My back, oh, darnit!" Through the tear-induced waterfall, she could see the leader going through the last cloud hoop before the tunnel's entry. Gilda was within reach, but she had nary a scratch on her, while her injury crippled her in both speed and strength. If she went one-on-one with Gilda in her condition, the griffon would come out on top, while Swift would suffer the same disappointing result. This convinced her that one would have to make the ultimate sacrifice, and she had already chosen whom that would be.

"Hey, Swift!"

Swift paused to take in some misty water into his mouth. "Yeah?"

"When we reach Gilda, I'll, distract her! You, get by!"

His eyes almost left its sockets, "What did you say?"

She rubbed off the pain-induced tears, " You're you're faster than me right now, all right? Just, leave me behind. I'll be—"

"No way!" he responded with conviction. "We do this together, got it?"

Rainbow gazed into his blue pupils, hopeful that she could find the truth, but it came out to find her as a ribbon that tied itself to her inner core. To her, it was a sign of loyalty that she'd never experienced from anyone else, and it finally gave her the courage to say what she should've told her friend all this time. "All right! Whatever you want to do, I got your back!"

Hearing that infused him with so much adrenaline, that he could battle a leviathan. With Rainbow Dash on his side, he believed that anything was possible. "Follow me!"

Five to go.

Wolfmacher searched everywhere for the toggle that would turn off the jackhammer drilling into his cranium, but he couldn't find it. His path continued its erratic path, making Soarin sweat beads.

"Hey, Spitfire? Don't you think we should pass him now?"

The Wonderbolt leader groaned his direction. "I already told you when it's time, we'll go! Just be patient!"

He nodded, recalling a plan they formulated during the last caution. "Um, are you sure this thing you're going to do is safe?"

She flashed a smile, along with a wink, a signal that made him squirm.

Three seconds behind the Wonderbolts, Beakington had just whizzed ahead of Lionheart, while Thunderlane tucked in behind the noble griffon.

"That hawk," Thuderlane gulped in some air, "he's too—"

Lionheart smiled, "Then let's chase him together!"

They soldiered on ahead, but not without Lionheart glancing further down the field. The harriers were clashing with the seagulls, while the group he had commanded demonstrated that indeed, there was such a thing as hard, but clean racing. That yellow wasn't coming out again.

Four to go.

Watching from the press box was Princess Celestia and Princess Luna, sitting on some floor pillows. The former was drinking some tea, while Luna was preoccupied jotting down something.

"Come now, sister" said Celestia. "Put down that notepad, or you're going to miss the exciting finish!"

She continued working the quill, "One more minute, then thou shall partake in viewing the culmination of this event."

Celestia moved her head in for a peek, but Luna moved the pad away. "What _have_ you've been working on, anyway?"

"Oh," Luna's eyes moved sideways, "ideas for… the next time Equestria or another nation hosts such an event. One should always annotate on areas for improvement."

"They you don't mind if I take a look?"

She levitated the notes behind her back, "Oh, no, no, my fair sister! I… refuse to… _bore_ you with minutia. I'll present a more concise summary to you and the delegation after the race." Luna forced her mouth to smile.

Celestia replied with a nod, "Very well. I look forward to hearing it."

Luna wiped her brow. _Close call. She must not be aware of my plans for humorous retribution. Thou should have all pieces in place before her birthday. _She rubbed her chin, _But where do I get a cake that large?_

Three to go.

Swift's speedometer climbed as he encountered Gilda's draft, but every nut and bolt in his body rattled, while his body went in every direction except straight. This made his slipstream go from silky to a rock-laden road, poor conditions for a mare with a discolored bruise between her wings. She wasn't complaining, not when the finish line was less than eight miles away, not when Wolfmacher and the Wonderbolts pulled to within a second behind them, and especially not when they were going to make the move of the race. These were the moments Rainbow lived for, but to share it with somepony else made her giddy like a filly.

"Are you ready?" yelled Swift, as they went through the first turn.

Excitement flooded throughout her system, making her voice an octave higher, "Let's goooooo!"

Through the second turn, they travelled, their every movement tracked by Gilda's scrupulous eye. As her two foes exited the turn, they began weaving left to right in a slow, predictable pattern. Immediately, the griffon suspected the pegasi were up to something, and the instant she entered the darkened tunnel, Gilda figured it out. They were hypnotizing her with their moves, so they could go in the opposite direction the second the spring sun rendered her blind. It was shrewd, just like her earlier plan, except she wasn't going to fall for it. No, she was much smarter than that. Gilda would do to them what Gecks did to her, only her solution would be more permanent, a finishing blow with her body. Her might and mind would bring the trophy onto her claws.

Nearing the exit, she continued her watch. Left-right, left-right, and finally, going all the way to the wall's edge. They started going up and outside, but she was confident they were going to pass down and inside, confirmed with the stallion's eyes peering in that direction. Of course, she thought, it was the shortest distance to travel, so Gilda closed her eyes, ready to deliver a nasty surprise.

_You're finished!_

Back in the open world, Gilda swerved port with a mighty growl, but instead of smacking into a body, she only pushed warm air. Something had gone terribly wrong, so she flipped her eyelids open, but the pegasi were not within her sights. Only when her head swiveled to the right was when she realized the horrible truth. With all her might, she veered toward their true path, her target set on Rainbow Dash's ribs.

"You're not getting away!"

At the last moment, the two pegasi rolled up into a corkscrew, letting Gilda slide through and toward the wall. Gilda cranked the wheel left, but her wingtips scraped along the barrier. The speedway became a madhouse, as the blaring crowd noise sheared off loose pieces from the Cloudiseum, while Chicane's frantic jumping broke his announcing cloud desk.

"Gilda's can't get off the wall!" he hollered amongst the splintered remains. "There goes Wolfmacher! There goes the Wonderbolts! Swift and Rainbow, one-two as they come around Turn Four!"

The new heads of the pack ripped out joyous howls, but Rainbow suddenly stopped, sensing a disturbance from the rear. It wasn't from the wolf, or the griffon struggling to escape the wall's clutches, but from the two from the organization she worshiped.

"You ready, Soarin? " Spitfire said with a cocky smile.

Her teammate chattered his teeth, "No!"

Her heads-up-display projected a path around the speedway, while her voice became gruffer. "So, those kids think they're hot stuff! Time for us to show them who's the best fliers in the world! For the Wonderbolts!" Flames erupted from her eyes, as her mane spat sparks.

Soarin grabbed onto her tail, "In the name of Celestia, please don't let me get singed!"

"Engage!"

With a shattering boom, Spitfire's afterburners fired up, emitting searing smoke from her wings, while jerking her passenger forward at a speed that made his cheeks flap. Chicane dropped his microphone at the sight of what looked like a missile going down the straightaway, while the spectators froze in disbelief. Wolfmacher moved out of their path, too scared out of his wits to attempt a block. Rainbow had to push her jaw closed.

"Push it all the way!" she said with the most urgent tone possible.

Swift turned back, introducing him to a sight that frightened him almost as much as his initial encounter with a real tornado years ago. "What… what is…?" His mind slapped him back into sanity, but also reminded him of something else. "Rainbow, shouldn't you be ahead of me now?"

"Darnit!" she snapped. "I said I had your back and I meant it!" She tapped her muzzle, "Swift Flying, I'm helping you win, so release it now! Release everything you've got!"

He believed Rainbow really wanted him to win, and in his mind, the same was true with his absent parents, his friends back at Brayside, and every one of his friends watching from the stands. This wouldn't be the first time in a situation like this, but unlike before, the craving for victory was inside of him. Pegasus pride, this supposed trait that all ponies with wings had, had made its appearance, and not only did it make sense to him, he accepted it. Swift needed to know if he could actually win, or he might regret it for the rest of his life.

With a flip of a switch, he turned off the safeties, so he could push every inch of his body beyond its specs. Every second, his speedometer ticked up, while Rainbow did all she could to stay right behind his tail. She bent her back, triggering the most horrendous sensation since she injured her wing a month ago, but she muffled her agony, unwilling to distract her partner. Into the tunnel they went, leaving behind a rainbow trail interweaved with bluish streaks that disintegrated the moment the Wonderbolts touched them.

"Fifteen seconds to deactivation!" Spitfire announced.

Soarin continued his girlish scream.

The four left the tunnel to spectators that were going bonkers, sending tremors that registered as an earthquake in nearby Canterlot and Ponyville. On the penultimate lap, they no longer saw racers, but gladiators charging into each corner without regards to their own welfare, and they rewarded them with all the decibels they could muster, from the burliest hawk to the smallest bat. Even meek Fluttershy released her support into the heavens, as Spitfire caught up to Rainbow's tail just as her afterburners died out. Soarin' let go of the pony rocket and became the pusher. Chicane continued his duty, even though he had trouble hearing his own voice from the enclosed press box.

"Onto the straight! Spitfire swings outside with Soarin as the white flag comes out! One more lap to go! We might have a photo finish!"

Klaxons rang all over Swift's cockpit, as smoke billowed out of every console. Gears within his left wing were falling off its spindles, while his muscles leaked vital fluids, but even all his might was falling short as Spitfire was on his right, her nose edging ahead of his. More, he begged of his body, and his body used his fighting spirit as an additive to add a sliver more energy. Rainbow backed off from his tail, and then moved forward, pushing Swift ahead with a puff of air, but Soarin did the same, negating the miniscule advantage. Both battled with the wheel, as the turbulence caused by dual slipstreams threated to pull them together toward unmitigated disaster. At the corner exit, Swift's flank yawed right, spooking Spitfire to move away, but she kept throttles on full, and she quickly resumed her position within inches of his wing. The tunnel's mist moved aside in fear of approximately sixty wing power with its shrill blare. Popping sounds then came from the agile stallion, accompanied by Swift's muffled groaning.

_Please! Just… a few more seconds!_

For the last time, the quartet approached the third turn, with no one having a visible advantage. The two pushers again struggled with the roller-coaster air, which made them sway like a pendulum, until finally, Rainbow and Soarin bumped tips.

"They're sliding!" Chicane broadcasted.

Every light bulb in the vicinity went off, as two checkered flags waved in the air. Swift could see the goal, but he also sensed his partner had detached from him. To his right, Spitfire was in the same situation, but she was losing a tad more speed than he was. Neither dared check their position, for even the slightest wasteful movement could drag them down. They only looked forwards to the banner that would decide their destinies.

"Final turn! They're coming home to the line!"

Swift applied all the pressure he could on the gas, cracking the pedal. The massive gear controlling his left wing juddered under all the stress, trying to keep moving for the pony's sake, but with a long groan, it finally jammed. Full power on the right wing, none of the left.

"He's out of control!" Chicane shouted as golden blur and a gray blob zoomed across the line.

All of Swift's systems crashed, leaving him with only rudimentary inputs. With some body jerks, he slowed his rotation, but the inside wall was coming in too fast. By instinct, his wings folded back in right before he rebounded off the soft surface, and headed toward the cloud layer below. His descent was too fast, too steep, so he pulled up, but all it did was straighten his profile. With options running out, he spread wide for a belly landing.

_Oh, this is gonna hurt!_

At high speed, his stomach scraped across the clouds, while his left hoof stuck halfway in, until its momentum suddenly stopped. Instantly, he flipped onto his back, and kept going a few hundred more feet, until his journey ended with his face facing the scoring pylon. However, he couldn't see it, his eyes flooded with water, coupled with the afternoon sun shining down on his scuffed up body. Every breath proved a challenge, as his lungs ached after all the work it went through. He released his wings, but only his right would wriggle, while the left's muscles had caught on fire. When he turned the key, his engine made a lethargic effort to fire before it stopped making a sound.

Moments later, he sensed someone tapping his cheeks, followed by what was large, magenta eyes staring into what was left of his cockpit.

"Swift!" Rainbow pleaded. "C'mon! Please tell me you're okay!"

Somehow, all that worry for his welfare made him feel better, but even so, he'd rather not see her like this. Therefore, he tried sweeping it away with some humor. "Did I… did I win?"

The answer came as a surprise, but a good one, enough that she snickered. "Just when I think I figured you out." Two nurses came by to check over the stallion. "Well—"

Both Wonderbolts walked right up to the pegasi, "Actually, we don't know yet," said Spitfire. "All—"

"Oh no! Cousin Swiffy!" Soarin grabbed onto Swift's limp body and rattled him, much to the dismay of the medical staff. Once Swift eked out a yes, he put him back upright. However, with his hooves buckling, he used his distant relative's body as support.

Spitfire facehoofed, mumbling how daft his teammate can be. "As I was saying, they're probably checking the photos rights now, but whatever the result is, that was some real gutsy flying, kid. I thought that with my special move, Soarin and I had it in the bag, but you two really know how to work together as a team. As the leader of the Wonderbolts," she gave both a salute, "I commend both of you for an exemplary performance."

Rainbow and Swift returned the gesture, thrilled for receiving a high compliment, but Soarin found himself sweating under Spitfire's glare. The drill sergeant had returned.

"But as for you, coming in fourth? If Fleetfoot were here, she would've easily gone around all of us. Five hundred laps, every day, next week at oh six hundred!"

Soarin moaned aloud, while Swift turned to Rainbow. "Whoa, whoa, whoa! You mean—"

She grinned from ear to ear, "Well, duh! Podium, Swift! Too easy! Beat him by a mile!"

An approaching wolf snickered. "You make it sound like pup's play! More like third by the tip of your nose from what I saw!"

Rainbow raised an eyebrow, "Well, you're quite happy for someone that finished fifth."

Wolfmacher continued chuckling, "Ja. That was not the position I wanted, but l just saw something on the platform that pleased me."

With all the crowd noise, they couldn't hear Chicane's futile effort to inform everyone what was going on near the start-finish line. "Looks like Gilda's having quite a heated conversation with Gecks, and… oh, here comes the injured Goossens with some choice words of his own." Then the trio came together, forming a cloud a dust, causing track marshals to run in their direction. "And there's a fight!"

"That was worth the trip," said the wolf.

"You mean the scuffle?" replied Lionheart, landing on the cloud along with Thunderlane. "I don't usually approve such a thing, but I won't stand in their way, either."

Thunderlane was pumping his hoof, although it was because of something else. "I can't believe I got seventh!"

Soon, many others joined the group, including the gargoyles, Echo, Hoots, and the rest of the gang. Each one had finished all two hundred laps, all had great tales about their clean battles to the line, and they wasted no time in telling anyone that lent them an ear. However, one question remained unanswered, but Spike believed he had the answer within his camera.

Pulling out the picture, "All right, fillies, gentlecolts, and falcon! The winner of the Equestrian Grand Prix is…"

Everyone around him pushed their way for the best view of a pretzel wrapper floating past the lens.

"Well, that's just the bee's knees," Applejack muttered, crossing her hooves.

At the same time, Chicane poked his microphone, making an ear-splitting sound. "Sorry about that, race fans, but I wanted to direct your attention to the scoring pylon! I'm getting word that the track officials have completed their review of the finish!"

A lone pony went up to the tall, thin structure's top with two numbers by her side, Swift's thirty-seven and Spitfire's twenty-one. The two contestants could hear their hearts rattling with anticipation.

"Isn't this exciting?" Rainbow trembled.

Spitfire ran her hoof through her mane, "We Wonderbolts have a saying when we race against each other. Every time you win, act like you've done it many time before. Of course, you're free to go nuts, kid."

"Eh?" muttered Swift. "Oh, I won't go that far."

"Yes you will!" Rainbow corrected.

Again, Chicane came on the PA system, "I now have the official results along with… quite an interesting photo in my hooves! Race fans! The winner, by the margin of zero point zero zero four seconds, is—"

In front of thousands, the scoreboard operator plastered the winning number in the first position.

Twenty-one.

Right away, the winning Wonderbolt pranced on the cloud, squealing like many of her adoring fans. "I won! I won! I can't believe I—" She halted her jig mid-step, while her cheeks had the faintest pink blush. "Oh. Ahem. I'm, um, really sorry about that. I—"

Swift guffawed, his eyes dripping liquid. It wasn't every day that a revered figure would act in such a matter, and it tickled him quite hard. "It's… it's all good. No, really. I… just… I wasn't ready for that." Once he cured himself of his fit, he stuck out his hoof, "Congrats. Guess I can't complain finishing second to a Wonderbolt. After all, I'm just a rookie at this."

Spitfire went for a shake, but at the last second, gave Swift a bump. "Kid, you had the skills to win today. Maybe next time, you'll be lucky too. C'mon. They're having the podium ceremony within the Cloudiseum. They should have your trophy up there by now."

"Eh?"

Soarin nodded with a grin. "That's right! The Princess didn't want to spoil it, but actually, everyone's getting a trophy just for being here! Most get the small one, but yours is a five-foot silver, Swiffy! Isn't that great?"

Swift let his head drop. _Why does he have to keep calling me that?_

"And you get the bronze one, Rainbow!"

The mare found herself acting like her idol just minutes ago. Once she calmed herself down, she helped Swift on his way toward the Cloudiseum, his left wing intact, but nonoperational. Her back persisted with its pain, but the image of a large, shiny award proved an effective distraction, as did a question she had for her friend.

"So tell me, Swift. How do you feel about coming in second?"

He let out a content sigh. "I'm, um, I'm cool with it, really. I mean, it's not like Gilda or Gecks won, right?"

She drew closer to him with a sly smile, "C'mon, be honest. You feel a little bummed out, aren't ya?"

He looked downwards "Well, I'm… maybe a little bit. I mean, I actually _wanted_ to win for once but, um, I couldn't do it. Did I let you down?"

Rainbow diffused his anxiety by tapping on his muzzle, "That's all I wanted from you." Then it was her turn to muse, "As for me, yeah, it stinks I couldn't win, but hey, I got to race against the Wonderbolts! Do you know how awesome that is?" Her joy fizzled out, "I just wish I could've done more for you at the end."

"You had my back," he replied, beaming. "That's all I needed."

With a nod, "And you had mine," her spine gave her a painful jolt ", well, what's left of it anyways."

They shared a laugh as the two pegasi along with the other contestants entered the Cloudiseum's hallways to a mass of reporters, and photographers capturing every single moment. These racers dripped sweat, had battle scars all over their bodies, fought for every aching step, but when they saw the thousands applauding their arrival at the open center, that's when they realized it was worth all their sacrifices. The results may have said one thing, but the adoration these warriors of the speedway received sent a different message, one that had more meaning than their name on a trophy.

They were all winners.

* * *

><p>Monday afternoon.<p>

Other than the partially dismantled racetrack, the only other sign within Cloudsdale that there had been a major event the day before was in the newspapers circulating around the city. Stories from just about every competitor adorned the multiple pages along with the amazing pictures that had tales of their own, from Derpy's strikeout of troublesome crows, to Gecks unwanted trip into the Equestrian skies. However, the most iconic was that of the finish, an image frozen in time, as Spitfire's hoof edged Swift's wingtip. The stallion in the image scrutinized it at the Ponyville train station, where he would soon leave for Brayside Beach along with his falcon friend, who chose to spend some extra time with him before returning to Falconia. His aching left wing would've made it hard enough to make the journey by air; impossible with what he found out was a heavy trophy.

With a moan, Swift tossed the paper into his saddlebag. "I still can't believe I crossed the line sideways. I wanted some wicked pictures to show my friends, but that one wasn't what I had in mind."

Spike was going through an envelope, "I think I gave you all the good ones. Ugh, most of these were out of focus."

"I got some from the after-race party last night," Pinkie interrupted. She pulled one out and started giggling, "Oooh, here's Twilight with punch all over her—"

The bookworm ripped apart the picture, "Yes, well, I couldn't help it if I got carried away with my dancing and fell onto the table."

"Eh?" Swift mumbled. "When did that happen?"

Rainbow facehoofed. She remembered the prior night's happenings with pinpoint accuracy. Sir Lionheart was adept at ballroom dancing, McPecks revealed that his first name was Steve, Wolfmacher had a younger brother named Howls, and Thunderlane bragged to every mare about his finish. However, what stuck out the most was a slender stallion who could only muster basic conversation with his teammates before nodding off. "Geez, I didn't think anypony could ever fall asleep in the middle of a Pinkie Pie party!"

"I was tired," Swift retorted. "You got to take a nap, but I—"

"Wah, wah, wah. Blaze, make sure he trains hard the whole week you're with him. He really needs some more muscle, so he can do even better next time."

Swift's eye twitched. "_Next…_ time?"

"Don't listen to her, dear," Rarity said with a wink. "You're fine just the way you are." She then levitated a comb into his pouch. "But please, do something about that mane, so that you're at least presentable to the photographers."

Fluttershy had another item for Swift, a bag with a strange aroma. "Now you take that two times a day for your wing."

Rainbow made a gag motion. "I remember you made that the first night after my big crash! Worst thing I've ever tasted!"

The reserved pegasus took the criticism with a warm smile, "I know, but I added some extra ingredients so that it tastes better. I still think you should've taken it along with the medicine. Maybe it could've helped with all those problems you had."

Rainbow's face turned pale, knowing that other than Swift, nopony else was aware what actually happened one month ago. That, in turn, forced her to keep the curtains on that whole situation closed. "Oh, yeah, well, I… I got all better once you girls left. Yep. Just like that."

Applejack scrutinized over her sweating friend, "I hear ya, but it's a might peculiar that you haven't told us much about what you did while we were in Manehattan." Her brow made a suggestive movement, while she turned toward Swift. "Delivery weather reports to Rainbow, huh? C'mon, you two. No shame in telling us _everything._"

Swift pulled on his coat as though he was inside a boiling pot, but he then found the valve to extinguish the flames. "Well, only if you first tell Rainbow and I _everything_ that happened to you guys down in Manehattan?"

The cowpony was now in the hot stove, along with those that partook in what they referred to, in the nicest terms, a big city misadventure. Fortunately, an all aboard call saved their hides from embarrassment. "Oh, consarn it," Applejack said, feigning disappointment. "We're out of time." Rarity snuck by her ear for a whisper. "You… you come back anytime, Swift. We'll… um, leave you and Rainbow alone to say your farewells…" She took a step back, while Rarity pushed Blaze onto the train. "…alone, together." Everyone else made a hasty retreat, so Applejack tipped her hat, "Bye!"

Suddenly, it was only two pegasi on a train platform amongst random strangers.

"What was that about?" Rainbow said, scratching her head.

Swift shrugged, "Beats me. So, you _sure_ you can handle the Stallihorn gig without me for a while?"

Rainbow tapped her back, now with a patch over the bruise. "Yeah, I'll be fine. I'll just have to catch up on my naps when you get back."

He snorted with a sarcastic eye roll. "Thanks a lot, Rainbow."

She rubbed his head, giggling. "Oh, lighten up. I'm just having fun with ya."

"Yeah, I know," he answered, pulling himself away from her grasp. "You're fun to be around too," he flexed his sore appendage, "sorta dangerous, but fun!"

While she understood he was being lighthearted about the whole situation, that didn't remove the weight of responsibility off her shoulders. "Yeah, I do kinda put you on the spot a lot. Listen, maybe we'll take it a little easier next time we do something together. You know, keep you in one piece for once."

Swift nodded, "My body likes the sound of that. Just… just don't be changing on me overnight, okay? I want to hang with Rainbow Dash, not Rainbow Crawl."

"Back at you, Swift," she answered with a play punch. "Yeah, I suppose you're not as strong, or as fast, or even as brave as I am, but I—" Rainbow had hit a roadblock put up by emotions coming from within her chest. Whatever these were, they were ticklish. "I… well, you know, the way you are, I… I like who you are, so… just, stay true to yourself, okay?"

He blinked a few times, wondering if she had actually said such complimentary words. When he confirmed them, his spirits reached a state of bliss. "Gotcha. I will."

"Final call!" shouted the train conductor. "All aboard that's coming aboard!"

Swift swiveled toward the closest door, where Blaze was urging him to step onto the train. "Shoot. Guess I'm off, then! See ya in about a week, right?"

"Mhm," Rainbow replied.

"Later, then!"

The second he stepped onto the train, Swift accompanied Blaze to the nearest window for a goodbye wave. Rainbow delivered one in return, along with her friends, who came by to bid adieus until the locomotive pulled out into the station. Everything appeared normal until the ponies on the platform could only see the smoke disappearing into the horizon. Then, Rarity walked up to Rainbow as though she had just ripped one of her dresses.

"That's it?" she said, raising one hoof in the air. "You mean after all this time, that's all you have to say to him?"

Rainbow shrugged, "Well, yeah. I mean, I'll see him again sometime next week. It's not like he's gone forever."

"That's not what I meant!" Rarity snapped. With a deep breath, the fashionista settled her nerves. "Ahem, I just meant that maybe you forgot to tell him something, something very important, hmmm?"

She thought about it a moment. "Nope. I took care of everything."

Rarity trembled like a volcano ready to erupt, but she put the lid on the top with a smile. "Yes, of course. My apologies. If you excuse me, there's some… clothes that need hemming." She trotted around the station to the rear where Spike was fluffing the red chaise lounger's pillows. The unicorn laid flat on the couch, and proceeded to pound it, her noisy tantrum muffled by the cushions.

Applejack moved her jaw for some words, but Twilight held her shoulder, shaking her head.

"Let's not push her, okay?" Twilight whispered.

"Oopsie," said Pinkie, holding a sheet that said _Recipe_ on the top. "I actually forgot to give Fly-Fly my recipe for that special raspberry drink I made last night. He said that it almost as good as what he had at _Wild Blue Yonder_."

That triggered an itch in Rainbow's conscience, which kept her distracted from the emerging conversation.

"Pfft," Applejack gestured at Pinkie. "That was pretty good stuff but it ain't no cider. Just you gals wait until next season! Granny says it's gonna be extra tangy!"

Fluttershy frowned, "That's sounds really nice and all, but then Rainbow will wake me up even earlier to get in line."

"Not to worry," Twilight chimed. "I already proposed some ideas on how to resolve that. We'll have a ticket system, so that everypony can wait until they hear their number. We'll also have a per day limit. That way, _somepony_ doesn't hog it all."

The usually peppy Pinkie crossed her hooves. "Hmmmffff!"

"I think we can get better production too, but we'll need a new—"

Rainbow released a panicked yell. "Oh my gosh! I totally forgot! Sorry, girls! Gotta dash!"

The fastest pony in Equestria blasted off into the Ponyville skies, leaving behind a few confused mares and Pinkie Pie, who nodded at nopony in particular.

* * *

><p>Inside the train, Swift pulled out of his saddlebag Fluttershy's small satchel. Sitting next to him, Blaze took a whiff, which made him slink away.<p>

"Such a foul stench!" said the falcon.

Once the stallion removed the rope, he found a few small bottles inside, all with an evergreen color substance. He snatched one, and popped open the cap.

Blaze's pupils retracted, "Please do not tell me you will drink that!"

"Shoot, Blaze. Fluttershy worked hard to make this for me. It smells wicked bad, but I gotta take a sip, at least."

His tongue pulled back, anticipating something foul. Swift held onto the glass container for a few seconds, until finding the courage to take the liquid in with one go. All his taste buds wailed their displeasure, while his face twisted in ways that weren't physically possible. He grabbed a nearby cup filled with bubbly soda, and drank every drop. Then he stuck his tongue outside for some vigorous scrubbing. When he was done, he pulled his head inside, shuddering.

"I suspected as much," Blaze replied.

Swift opened his left appendage a nudge, "Well, I think it's working, but not worth it. Yeck!"

"I am still amazed that your wing propelled you for such a long time after the initial injury."

The stallion began chewing on some gum, "I'm still racking my head on how I did those moves against the seagulls. I'll have to ask my mom next time I see her."

Blaze rubbed on his beak, "My current theory is that it is triggered when you absolutely need to protect yourself, or in the other instance, when someone close to you needs protection."

"I guess that makes sense," Swift tapped his chin, "but why now?"

The intelligent falcon had no clear answer. "I suppose it's just part of your development into becoming a full aged stallion. Even in these few days, I've seen you mature in front my eyes, and you're well aware of some changes, but on others, not so much."

Swift scratched his head. Usually, he could understand the gist of what Blaze would tell him, but when he got cryptic, he had to press him. "Um, okay. What do you mean?"

Blaze smiled wide, "That's for you to find out." He stood up, and shook himself. "If you'll excuse me, I want to see if I can enter the locomotive. We don't have such a machine back home, and I do desire a closer inspection!"

Now alone, Swift continued pondering on the falcon's words for about half a minute before shrugging.

_I just don't understand you sometimes, Blaze._

After flicking his gum through the window, he made his way all the way to the back of the train, where he could get some fresh air, stretch out his limbs, and enjoy the scenery. Green, flower-laden plans were on his left, while on the right, the Stallihorn Mountains ascended into the heavens, its peaks draped in frosted white. All across the sky, the sunrays painted it warm orange, which faded as the sun receded into the horizon. If there was something he tried catching every day to enjoy and study, it was sunsets. After all, he was the weather patrol leader for a beach town, so doing all in his power to make it memorable for the townsfolk was part of the job description.

Suddenly, he noticed something that didn't belong in his periphery, a rainbow stripe following the railroad tracks. His initial confusion became total surprise, once the streak's creator landed right in front of him, gasping for air.

"Rainbow?" he said, his pupils contracting. "What… what's going on? Did something happen?"

She wiped her forehead, "No, nothing…" She took a few more breaths. "Nothing's wrong. I just completely zoned out about something."

"What is it?"

"I forgot to give you this to you." She took out a strip with images on it. "I thought you might want to have this now, instead of waiting a whole week."

He grabbed the object in question like a fragile egg. On the laminated paper were four moments frozen in time inside a photo booth. All the memories from that fateful night rushed back, his nerves tingling as though somepony was giving him a massage. "Shoot. How could I just forget asking you for this?"

"It's okay," Rainbow replied, sweeping her front hoof on the floor. "We had that big race to worry about, so you forget stuff that's not important."

Swift shook his head, "Don't say that, Rainbow. That was one wicked night for me."

"It was?"

He nodded, before securing the strip in his bag. "I had as much fun that night as I did with the whole race," He nudged his left wing, "and I didn't have to work as hard."

Rainbow snickered, "Yeah, right. You could hardly fly when you carried me on your back."

"Whatever," Swift chuckled with an eye roll.

Her body heat ticked upward, "But thanks for the ride. Actually, thanks… for everything you do for me." Rainbow wrapped a hoof around him, embracing him with a gentle touch.

There it was, a wonderful citrus aroma that triggered Swift's heart to sprout wings and fly around his chest. "No prob, Rainbow. No prob."

She released him, but instead of stepping back, she became spellbound in Swift's windows to his soul, bathed in a smooth, honest blue, as it mixed with her vibrant, sparkling magenta energy. The result was a subtle magnetic force that nudged their faces ever closer to a new world full of possibilities, ones neither could comprehend, but they allowed their instincts to take over, who promised that once their lips touched, everything would make sense. Closer, closer, their heartbeats came in synch, their minds keeping silent, Rainbow and Swift lifted the page to reach the next chapter.

Slam, went the book's cover, thanks to the locomotive sounding its deafening horn. Eyes opened, jaws shuddered, and two pegasi took a step away, wondering what in the world was happening. They rummaged for words, but they continued fumbling them out of their mouths, with none making any sense. Finally, Rainbow's mind tossed her something she could latch onto.

"What…" She shook her head, "…what are we doing?"

Swift hyperventilated. "I don't, I don't know!"

"We can't," Her turbulent seas began to subside, "we can't do this!"

He mumbled something, but it was unintelligible gibberish.

"Swift, I…" She tapped her chest "… I'm not into that!"

He motioned no with urgency, "I wasn't… I mean, you _know _I hate that stuff!"

Rainbow wiped her face, "Yeah, I… I know you do. It's just that… look, let's just… um—"

Out of the library in her mind, something fell onto the floor, a guide she used every time a stallion approached her regarding anything related to romance. Perfect, she thought. Rainbow wanted nothing more than to get away, so there was no time to think. She wanted action, finality, the punctuation mark at the end of the sentence.

She waited a few more seconds for some more breaths, each one more relaxed. When she was ready, she released a long sigh, and then found a conciliatory tone, so that she wouldn't make it worse than it already was. "Ok, ok. Listen, Swift. I'll just spell it out, so that… so that we're all clear on this. You and I as friends? That's totally cool, and it totally works for us, but… I… I… I want to keep it that way. You understand, right?"

Within, all communications with his heart ceased except for broken static, as though it wasn't even there anymore. In a panic, his brain took over in formulating his answer. "Gotcha," he said nodding with a forced smile. "I've… _always_ thought of you as my friend. Uh, huh. I'm… _not_ into romance. That's… not who I am, and… that will never change, _ever_. So… we're good?"

Rainbow froze in place, her body jammed as though someone was wrestling control away from her. Whoever it was, they suddenly lost their grip on the go lever. "Mhm," she responded. "That's great!" She took another step back. "I really should get going! Long trip back!" Cya!"

At maximum power, she made a beeline toward Ponyville, not even craning her head back to check on the young stallion that stood expressionless at the back of the train for a whole minute. The clacking of train wheels riding the rail was his only company until Blaze swung the door open.

"There you are," said the falcon with a grin. "I cannot tell you how exhilarated I was just now! The conductor was courteous enough to show me how to operate the locomotive! He even allowed me to sound the horn! Oh, I felt like an eyass all over again! How is—"

Swift had no reaction at all. Blaze looked around, pondering if he had missed something. He found his answer lying on the floor, a solitary cyan feather.

"Was Rainbow here, Swift?"

Finally, he broke his silence with a noise that Blaze presumed was a yes.

Raising his eye, "Did something happen between you two?"

Keeping his sights at the horizon, "She forgot to give me something. We said a few things, and then she left. That's all."

Blaze could hear the monotone in his friend's voice, unsettling his spirits. "Are you all right?"

Swift falsified some positive emotion, "Oh, yeah, yeah. I'm good. No worries. I just… need a nap."

The stallion went inside the caboose, and with him, the main source of clues for the smart falcon. However, it didn't take him long to figure out what transpired. Swift might be of a different species, but his mannerisms were a universal code that he'd seen from others in his lifetime, a sign that he reacted to in the same way each time. He put head down as if he was mourning a loss, left the area, but rather than find his friend, went to have some food. Blaze had the feeling Swift wasn't in the mood for talking.

* * *

><p>Somehow, Rainbow's feather survived all the train's bumps well into the night, when a gray pony walked outside, and rested on the railing. On his hooves were three pictures of a stallion and a mare having fun, but Swift couldn't get his eyes off the one on the bottom. There, he recognized who the two ponies were, except they appeared different in some way, but he couldn't understand how or why. Neither could he explain why his chest had gone numb, or why he didn't even have the energy to smile. This was a puzzle with a million pieces, but he had no idea what the final image should be, so Swift turned to the celestial points in the cool, lavender sky to search for answers there, just like another pony looking through her window within her floating abode. Rainbow had the same pictures, and she too, had similar questions. The words she said, they resolved situations in the past but now, they left a tear that she patched up the best she could, but it was still there, making her ache in a different way than the ones coming from her healing back. Swift's response, what should've been the round peg for the circular hole wouldn't fit. New emotions had arrived, except they came with no label, and no return address. They were now a part of her, no matter how hard she tried kicking them out.<p>

After a few minutes, both gave up their one-sided inquiry with the stars, and retreated to their souls, where all they could do is condense all they knew into one simple question, the one they would have to leave blank, so they can move forward into tomorrow, or they would be stuck in today forever.

_What's wrong with me?_

* * *

><p><strong>Author's Note:<strong>

If you enjoyed this story, proceed to _Brayside Crush._


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